United Heroes Adventures: Avengers Academy
by KingFrancisX
Summary: Class is in session! A mini-story set after the events of "Ends of the Earth", Spider-Man becomes a guest instructor in the all-new, all-different Avengers Academy. But it's far from a normal day at school when the immortal sorceress, Salem, has awakened from her coma armed with vengeful magic and a plan to destroy the world. It's up to Spider-Man and his class to save the day!
1. Prologue: Awakened for Revenge

_Prologue: Awakened for Revenge_

**The Raft's Coma Ward**

"Doctor? What's going on?" Nurse Luna hurries alongside a doctor as they run inside the maximum supervillain prison known as the Raft, rushing through the coma ward, meant for treating prisoners stuck in a coma, when an alarm was sounded in the area.

"An alarm sounded! One of our patients is waking up!" Doctor Shawcross told his assistant.

"Who is it?" She asks as they hurry inside the room of their patient to see if they are still in there. But the second the doctor slammed the door opened, no one was inside. The bed was empty. Hospital equipment scattered and lying around. Suspiciously, the window that leads outside the building was left open as the doctor quickly checked while the nurse figures out the identity of the patient that escaped the Raft.

"Where did she go?" The nurse asks while staring at the name plate attached to the bed that spells out the name of the patient, "Salem".

"She must have escaped using her magic, but I'm SURE we put an inhibitor collar to prevent her from using her powers. Was hers one of the collars that malfunctioned during the war?" The doctor wonders while still glancing outside the window for any signs of his missing patient.

"Is something the matter, Dr. Shawcross?"

The doctor and nurse turns around to be greeted by the hot cocoa loving headmaster of Beacon Academy, Professor Ozpin, entering the hospital room while holding onto his trusty cane. "Professor Ozpin! So glad you are here. The patient has awakened from her coma and is now on the loose!"

This surprising news came off as a bit of a shock to Ozpin, as he is familiar with this "missing patient" and her "destructive capabilities" that puts everyone at risk and requires immediate action to stop at once. Ozpin immediately puts on a serious expression and assures the doctor, "Everything will be fine, doctor. She couldn't have gotten that far. Contact the guards and check security. If we hurry, we could prevent her from escaping the Raft."

"At once, professor." Doctor Shawcross nods as he and his nurse run out the door to contact Raft personnel about their missing and highly dangerous patient.

Ozpin sticks around for a bit, staring at the name plate on the bed of the patient he came to visit. Unbeknownst to many people, he shares a long and tragic history with this woman that dates back for centuries. A woman he once loved but has fallen into darkness, and almost destroyed the world multiple times just to get revenge on him and humanity. The Beacon headmaster sighs to himself, speaking in his mind saying, _'Almost two years has passed and now the battle of light and darkness begins anew. What do you have planned for us now…Salem?'_

* * *

**Manhattan, New Vale City**

The streets of Manhattan are as busy as ever, especially now during the summer. 4 months have passed since the entire world was liberated in one of the largest conflicts in recorded history. A "Freedom War" that was fought over the control of the planet after the mad diabolical geniuses, Doctor Eggman and Doctor Octavius, launched a campaign for world domination using a new power they had acquired. After a month of endless conflict, their empire finally fell thanks to a heroic resistance group and the world was free from their control, smoothly being restored to the lush, beautiful state it was before.

A mysterious woman is seen walking alongside the unsuspecting city folk minding her own business as they mind theirs. A woman dressed in standard black and red dress to blend in with the common woman, hiding her face and hair within her hood while wearing red shades to hide her eyes. She looks to be the type of woman that doesn't want to start any trouble, at least not yet. Or if you start trouble with her, you'll most surely regret it with your life. For now it seems, this woman doesn't want to get involved with anything at the moment and just wants to silently walk around in a subtle attempt to clear her head.

"Excuse me, miss!"

Someone calls out to the mystery woman, grabbing her guarded attention as she stoically turns around facing the old man standing behind his newspaper stand, Stan Lee, without saying a word as she wonders what are his true intentions. "It's a bad idea wearing a hood in this hot weather. Take it off or your face will go pale." Stan Lee advises the woman to take off her hood for her safety.

"No thanks. Tell me: What year is it?" The hooded woman asks him a curious question.

"It's 2020, and let me tell ya, it's been quite a doozy these past few months. Nuff said." Stan replied.

"I see." The mystery woman remains stoic and indifferent as she begins to walk away, despite Stan still wanting to talk to her.

"Hold up! Sounds to me you've been out of the loop. Here. This one is on me." Stan kindly hands the lady a newspaper for free, "This should get you up to speed of all the _marvelous _events you've been missing out."

"Thank you." The mystery woman stoically replies, accepting the old man's generosity as she kindly takes his newspaper before leaving to parts unknown to him or to others in the city.

* * *

**Abandoned warehouse in Manhattan**

**BGM-Spider-Man 3 Game OST-Black Tension**

The mystery woman enters an abandoned warehouse that will act as her new home for the time being. After entering the building, she uses a mysterious power to close the door behind her as she nonchalantly walks towards the center in this dank complex without fear. Once she makes sure no one else is inside the building, or followed her inside, she takes off her hood. With her hood off, she reveals her beautiful and long, pale white hair that she leaves hanging at the bottom, and her deathly white skin that has grown dark purple veins that line her face and arms, as well as a black diamond-shaped marking in the center of her forehead. She then takes off her shades that was formed from the black alien lifeform she's forever bonded with, revealing her deadly red eyes within her jet black sclerae. This gorgeous but deadly woman is known to the world as Salem.

The Wicked Witch of Darkness. The Symbiote Queen. The Immortal Sorceress. Salem has had many titles over her lifetime. A human corrupted by darkness that has lived for thousands of years, spending her days terrorizing the people of Remnant. Recently, she used to be part of an unholy villainous organization known as the "Masters of Evil" in an attempt to gain ultimate power to conquer the multiverse, but she, as well as her allies, were soundly defeated by a unified group of heroes before they could conquer anything. Since that battle, she was put in a coma, never to harm humanity with her evil again. But now she has awakened. Lost. Confused. Alone in a world that has changed so much in the two years she had spent sleeping in prison.

Salem grunts as she grabs ahold of her aching forehead, still feeling a little weak after being in a coma for so long, "I can still feel the flames of hell burning within my psyche…So that was the power of the Spirit of Vengeance. Damn him…Even after awakening from my slumber, my magic is still weakened. It'll take some time to rejuvenate my strength. Enough to question what has transpired during my absence. Almost _two_ years have passed…What has happened to Dr. Doom and the rest of our alliance? If the heroes were truly victorious on that day, why haven't they've used the Exo Stones to reverse our Convergence? The universes are still merged. Did they fear their power? There must be a reason."

The wicked witch takes out the newspaper she was given by Stan Lee earlier, "Perhaps this newspaper will shed some light on my questions…" She begins reading from the newspaper of recent events. Nothing really catches her eye or gained the slightest of interest from her. But one news story does receive her curiosity, "Interesting…So the world was at war recently. The Doctors, Eggman and Octavius, were able to conquer most of the world during my slumber before they were defeated by the hands of a resistance group called themselves the 'Freedom Avengers'. Sounds like I missed a good show. The doctors had the help of a being simply known as 'Infinite', with his power to control 'virtual reality' thanks to a gem called the 'Phantom Ruby'. A gem so powerful it can create a sun that almost destroyed the planet. Summon an endless amount of clones with a snap of a finger. Clones such as the Green Goblin, Shadow the Hedgehog, and…" As she slowly reads the next name of the person Infinite cloned during the War, Salem's eyes went wide as she becomes shocked what she's about to read for herself, "Salem…"

**BGM End**

**BGM-RWBY OST-Divide (Instrumental)**

A dark smokes emanates from her body as she grits her teeth enraged. The floors and walls start to crack as Salem seethes with anger from this furious news of being cloned during the war, "They…" Her crimson eyes shine menacingly as the dark smoke slowly spikes to a frightening dark red aura as she yells out in rage, "DARED?!" as a massive shockwave unleashes from her furious body while a sizable crater forms beneath her raging aura.

"The doctors had a lot of nerve to create these _phantoms _of myself to serve as their solider fodder for their petty war! Wherever they are, they best PRAY we do not meet again! I am _no one's_ PAWN! I am a QUEEN! The goddess that controls the living darkness that makes up our universes! I control the Grimm…" She summons a handful of Beowolves behind her, "I control the Symbiotes…" She then summons a symbiote pool that bonds with the Beowolves, transforming them into creatures similar to Venom, "I control the energy of Dark Gaia…" In the darkness of the warehouse, she summons a squadron of the menacing Nightmare creatures created from the Dark Gaia energy she absorbed from an Iso-8 crystal long ago during Spider-Island.

"The world will PAY for their foolishness, and I'll use their foolishness to my advantage." Salem says while calming herself down, "The world is still _healing _from the doctors' little war. And by the time the heroes realized I have awakened from my _slumber_, it'll already be too late for them. I will show this wretched world a _nightmare_ beyond even the horrors of hell! They will learn the true meaning of fear. I promise them that!" The malicious wicked witch of darkness has returned with a burning vengeance that promises to bring the world to her knees before destroying it by her own hands.

**BGM End**

* * *

**BGM-Spider-Man: Friend or Foe OST-Main Theme**

**KFX Here: A new mini-story featuring the return of Salem. Last seen in **_**Exo War**_**, Salem has awakened from her coma months after the war that transpired in **_**Ends of the Earth**_**. She's back. She's angry. She's the main villain of this fun little, breather story kicking off the "Spider-Verse Saga". A bunch of NEW characters will be introduced here. Spider-Man is the main character because of course he is, while Sonic and Ruby will not appear in this story. Who will take their place? Perhaps a certain "Ice Queen" and a "Sorcerer Supreme"? A new spider? I'm most likely lying. Do not trust me. **

**BGM End**


	2. Issue 1: The New Spider

_Issue 1: The New Spider_

**Manhattan, New Vale City**

**BGM-Spider-Man 2 Game OST-Ballad in City**

The Amazing Spider-Man swings high and free above his favorite city in the whole wide world. The acrobatic webhead shoots out two weblines that he reels on before launching himself further through the sky, rolling on a rooftop for some parkour action before returning to the skies on his webs, swinging around while enjoying the cool summer breeze, "What a great day to be Spider-Man! Who am I kidding? It's only a matter of time before that ol' Spidey bad luck kicks in. So who's it gonna be, universe? The Hobgoblin? Mysterio? Doc Ock? Carnage?"

Spider-Man lands on a nearby rooftop when his Spider-Sense tingles after sensing danger down on the streets. He looks down spotting several Badniks uncharacteristically rushing out of a bank holding bags of cash, "Badniks robbing a bank? Guess I'm dealing with Tinkerer again."

**BGM End**

The web warrior flips down to the streets before the rouge robots, forcing them to come to a complete halt when confronting the spectacular hero. _'Spider-Man again?!' _The Tinkerer's surprised voice spoke out from an Egg Pawn holding four bags of cash.

"Still playing around with Eggman's leftover robot dolls? You need a new hobby, Tinkerer." Peter quips, annoying the criminal technician.

'_You will not stop me today, Spider-Man! I have upgraded these batch of Badniks into my all-new powerful ROBUT ARMY!' _Tinkerer replies.

"Wait, did you just say ro-buts?" Peter quips, after hearing him mispronounce robots.

'_Robots.'_

"Nah, I'm pretty sure you said ro-buts."

'_Either way, my ro-buts will destroy you!'_

**BGM-Spider-Man 2 Game OST-Vertical Dilemma**

The reprogrammed Badniks do their best attacking the acrobatic wall-crawler to no avail. Spider-Man is simply too fast and strong they quickly fall apart with every punch thrown and every web shot, _'Oh, Tinkerer. It's cute that you're trying to make these rogue robots more than pests like they were a few months ago. After me and the other heroes beat the doctors and their forces, we broke the Superior Empire's control over the world. The robot army remained, but not as a unified threat. Every attack was more like accidents than acts of aggression.' _He thought. An Egg Pawn almost shoots a civilian in the area, but Spidey quickly saves her before smashing the robot into pieces,_ 'Still, these Badnik Gangs like to cause a lot of trouble, organized or not. So it's up to me to clear the city of the rotten oil.'_

Spider-Man stylishly sweep-kicks an Egg Pawn off its feet before blowing it back with his Concussive Blast gadget, causing the robot to fall on top of several Moto Bugs. "Web Wispon, Laser Web: Zigzag motion!" He commands his Web Wispon attached on his wrists, firing cyan energy webbing that zigzag and pierces through most of Tinkerer's little toys.

His Spider-Sense tingles just in time to avoid the powerful slam from the large Egg Hammer, "Oooo, a Super Badnik! You part of the band too?" Peter jokes, not rattled in the slightest. The Egg Hammer swings its huge hammer on the webhead as he easily jumps over it, "Lemme find ya some drums to beat on!" He goes for several Web-Strikes, forcing the robot back to gloat at it some more to goad it into attacking him, "C'mon, big guy! Swing batta-batta-batta…swing?" Unfortunately, he notices that he is surrounded by three more Egg Hammers and casually remarks, "Yeah, okay, this one's on me." The Egg Hammers then take a unified whack at Spider-Man, believing to have killed him. However, they hear a whistle coming from the smug wall-crawler casually sitting on top of a streetlight, "What's the matter, fellas? Tinkerer didn't install you with Holo-Decoy sensors?" He jokes, revealing he used his suit's Holo-Decoy function earlier to fool the robots into attacking. Spidey then swings away while the Egg Hammers chase him, quickly gaining on him, "Whoa. And I thought Sonic was the fastest thing alive." He joked.

**BGM End**

Peter manages to avoid a hammer swing that would've knocked him through a building, but was a bit unsure what to do about the other swing coming from another Egg Hammer. Before he could do anything, a new voice calls out to him, "Need a hand, Spidey?" Suddenly, a new web-slinging hero around Peter's age swoops in and pulls him away to a nearby rooftop.

**BGM-Ultimate Spider-Man Game OST-Spidey Skychase**

"Wait? What happened? Wh-Who are YOU?!" A completely confused Peter asks this new spider-hero that came out of nowhere. A beautiful young woman that looks to be Korean-American with black long hair and a costume similar to Peter's, except it's mostly white that has black accents on the arms and legs. She has a web pattern similar to Peter's on her costume, with a long red scarf around her neck.

"My name is Silk. We'll talk later. Right now, we have a city to save, right?" The newly-introduced Silk talks to Peter while skydiving back to continue the fight against Tinkerer's Badniks.

"Yes, but, WAIT! I'm so confused! Did I miss something? When did New Vale have another SPIDER?!" Spider-Man asks, totally flabbergasted while watching the new spider-heroine, Silk, performing well against the Badniks.

"That's what I came to discuss with you, Spider-Man."

Peter turns around to be greeted by the size-altering genius of the Avengers, Dr. Henry Pym, also known as Yellowjacket as he lands next to the webhead. "Dr. Pym? Do you anything about this…Silky Spider-Girl?" Spidey asks if Pym knew about Silk before he did.

"It's just SILK!" Silk annoyingly shouts while tying up an Egg Hammer's legs.

Yellowjacket replies, "That is correct, but like I said, that's what I've came to discuss, right after we assist Silk with those Badniks. This is her first time fighting in public."

"Noted." Spidey quips, as he and Yellowjacket soon join Silk fighting the Egg Hammers before they destroy the city.

Spider-Man grinds on the handle of an Egg Hammer's hammer, webbing up its weapon to pull it in and smash the robot into pieces with its own hammer. Yellowjacket quickly uses his Pym Particles to increase his size big enough to tower over the second Egg Hammer and crush it under his foot. Silk uses her hyper-fast spider-speed and reflexes to dodge the third Egg Hammer's heavy swings before appearing behind its head and smashing her fist through it, ripping out the cords that disables the Super Badnik.

"Look! That Super Badnik is about to assault those civilians!" Pym alerts the spiders to the remaining Egg Hammer heading towards the sidewalk where people are running for their lives.

"Let me get this one, Dr. Pym! I'll block its path while one of you guys destroy it!" Silk releases organic webbing through her fingertips to create a large enough web-net blocking the Egg Hammer's path.

"You can shoot webbing out of your fingertips?" Spidey comments.

"You couldn't?" Silk quipped.

"No, but I can do THIS!" Spidey uses his Yellow Drill Webbing, wrapping his right fist with a drill-shaped gauntlet that penetrates through the Super Badnik's chest, destroying Tinkerer's little ro-but army for good.

**BGM End**

"Okay, I definitely can't do that." Silk remarks as the heroes take a little breather after destroying the robots.

"To be fair, I needed an alien-power boost to do that." Peter quips, referring to the Wisps living inside his Web Wispon.

"Not bad on your first day out in the field, Silk." Yellowjacket praised his young student.

"Thank you, Dr. Pym. Went as crazy as I thought it would've gone." Silk joked.

**BGM-Mega Man ZX Advent OST-Relief (Tunes Ver.)**

"Can someone FINALLY start explaining to me what's going on? I'm grateful for the help, Pym, but what are you doing here, with a spider-person I never even HEARD of until today?" Spider-Man asks, as he wants to hear the story behind Silk.

Pym answers, "Sorry about that, Spider-Man. Silk wanted to meet you, and I was hoping you might help me with something. As I'm sure you are aware, I have recently restarted Avengers Academy, where the other Avengers and I teach young superhumans. I thought you might be interested in a 'summer job', teaching our new students as our guest instructor."

"Makes sense. I'm in the Avengers. I used to be a headmaster of Avengers Academy, which I still think was a bad idea, and I'm a guest instructor for Beacon Academy. Heck, you're training teen super heroes. I was the ORIGINAL teenage super hero." Spider-Man replies to them.

"That's true. You're the IDEAL choice! Some of these inexperienced kids were FORCED into the world of heroics, and you've already made virtually EVERY mistake a young hero possible could." Pym responded.

"Huh? Like what?" Peter raised a curious eyebrow beneath his mask.

Yellowjacket replies, "Well, your ill-advised professional wrestling career…allowing yourself to be branded a menace, which seems to have stuck…"

"The Spider-Mobile." Silk chimes in nonchalantly.

"The Spider-Mobile…We use you as an example of what not-."

"OKAY! Let's leave it at 'ideal choice' and move on." Spidey interrupted, as he has heard enough of the bad-mouthing and wants to change topics into something else, "So how were these kids 'forced' into super-heroing?" He asks an important question.

Pym starts explaining, "You remember our war against Eggman and Octavius, right? While you, the other Avengers, and Freedom Fighters were locked up in space for a whole month, heroes, young and old, were popping up in dozens joining the fight. Some by choice. Some by no choice. Some pretty powerful. Let's start with Silk…"

"Actually, Dr. Pym, I want to talk to Spider-Man about my backstory personally, if you don't mind." Silk requests she'd be the one explaining her backstory to Spider-Man.

Pym smiles, "Not at all. Alright, let's start off with Sam Alexander, the new Nova. He's a 15-year-old boy who's in control one of the universe's most powerful helmets, which you can imagine makes him pretty arrogant in battle. Similar to Nova, Ava Ayala is a 16-year-old girl fueled by family pride after inheriting the White Tiger Amulet from her brother, who died during the war. You are already familiar with the Atlas Military's android, Penny Polendina. She has grown up immensely learning how to be 'human', and has become increasingly eager to be more proactive in the superhero community. As is Tangle the Lemur, a 15-year-old young girl and sole protector of her home village, but can act pretty reckless like Nova that's get her into trouble. And then there's Reptil, a 16-year-old dinosaur morpher. He's also eager to do the right thing, but can lose control when he changes into his dinosaur form."

"Wow…I've seen less baggage at Newark Airport. And I know from baggage." Spidey quips, after hearing the descriptions of the new students in Avengers Academy.

"Huntsmen academies like Beacon aren't enough anymore. We need to train these super-powered teens to become the next generation of Avengers in the future. To avoid another crisis like we just suffered with the doctors. One good teacher could turn them into the next Captain America. The next Iron Man. One of the greats to inspire hope in our darkest hour." Yellowjacket said, explaining to the webslinger why Avengers Academy is as important as ever in this Heroic Age.

"I understand. And, what about you, Silk? Why did you join Avengers Academy?" Peter turns to the newest spider-heroine in the city.

"My story is a little more complicated. I think it'd be better I show you to help you understand." Silk replied.

"Lead the way. I'm curious to know more about you. N-Not in that sense, I mean!" Peter stutters up on his own words since he sucks talking with girls.

Silk giggles, "I know, I know. You want to know about my origins and why I haven't upstaged you yet. That's where I'm going to take you. I'll see you at class, Dr. Pym." She waves goodbye to the headmaster of Avengers Academy.

"Take care!" Pym waves goodbye as he watches the spiders swing together through the city.

**BGM End**

**BGM-Spider-Man 2 Game OST-Ballad in City**

"HELLO, NEW VALE!" Silk hollers joyfully, swinging through the air, having fun performing aerial tricks before running alongside the sides of buildings before jumping off for some more web-swinging goodness, "Wow. I keep forgetting how BIG the city is! Just LOOK at it all! C'MON!" She shouts at Peter while he desperately does his best keeping up.

"SILK! Slow down! WAIT!" Spidey shouts at her, _'Amazing. Her speed and Spider-Sense puts mine to shame. The way she can weave her webs, she can probably create her own costume from them. Didn't look like she was as strong as me though. Who is she, and where did she come from?'_

"Seen you do this a zillion times, Pete. Always wanted to try it. The city used to be called 'New York', right?" Silk asks him.

"Depends which universe you came from before the—_wait a minute_—HOW DO YOU KNOW WHO I AM?!" Peter yells, completely surprised to hear Silk knows his secret identity.

"Ezekiel told me." Silk answered.

"WHO?!" Peter remarks, never heard of this "Ezekiel" person in his life.

Silk casually replies, "Doesn't matter. He's kinda dead right now. My name's Cindy Moon, 20-years-old. Nice to meet you, Peter Parker-."

"DON'T say it out loud!" Peter yells.

"Okay, Mr. Screamer. If you can keep up, I can show you the home I've been living in these past 5 years." Cindy replies.

"Huh? 5 years?" Peter remarks, trying to figure out in his head what she's trying to talk about.

**BGM End**

**BGM-Mega Man ZX Advent OST-Relief**

The spiders eventually land somewhere in Time Square before what seemed to have been a very tall tower that was recently reduced to rubble. "Uh, okay. So you've been living beneath this rubble these past 5 years?" Peter joked.

Silk however somberly stares at the rubble since she has some history with this former tower, "No. This is the Sims Building. Sort of. It…USED to be a tall tower owned by a man named Ezekiel Sims but was destroyed by giant robots during the war against that Eggman guy and Doc Ock."

"Who's this Ezekiel Sims? I never heard of him before." Peter asks her.

"A wealthy businessman who also had spider-powers and knew about both of us from day one." Cindy answered him.

Peter's expression immediately went serious and angry as soon as he heard about this, "Seriously?! You mean this guy was SPYING on me from the beginning?!"

Cindy replies, "Pretty much. At one point, he wanted to talk to you, but someone else beat him to the punch. I believe her name was…Cassandra Webb?"

"Madame Web." Peter answered, "Yeah, I know who SHE is. Likes to overcomplicate my life each time she shows up with her psychic mumbo-jumbo." He quipped.

"Same with Ezekiel. When I first got my powers, he showed up. Before he died during that 'merging of worlds' thing, he trained me how to use my power before locking me away in a secret bunker." Cindy said, also saying Ezekiel died during the Convergence.

"You mean to tell me he trapped you inside a bunker for almost 5 YEARS?! That's just CRUEL! He took away your LIFE! For what reason would he DO that?!" Peter asks, already furious with this Ezekiel person and is glad he's not around anymore.

"To protect me. To protect ALL spiders. From a monster called…Morlun." Silk answered, subtly shaking in fear from mentioning that monster's name.

"Morlun…That's a name I haven't heard in a long time." Peter remarks with a serious expression, not even joking when he said that as that name also makes him quake in fear, as Morlun is easily right up there as one of Spidey's most dangerous villains.

"That bunker was my only protection from Morlun, but now it's gone thanks to those doctors. And now we're left defenseless." Cindy said soberly, feeling scared that Morlun will show up out of nowhere and devour her.

Spidey puts his hand on her shoulder, comforting her by saying, "Don't be scared. You don't have to worry about Morlun anymore. Me and my friends trapped him and his family in an empty pocket dimension outside of time and space a few years ago. IMPOSSIBLE to escape from. They won't be feeding on any spider anymore."

"For real?" Cindy questions, shocked to hear this seemingly joyful news.

"Cross my spider-heart." Peter smiles.

"So I really am…free…" Silk's somberly shocked face slowly turns to a joyfully happy one shouting, "I'M FREE! THANK YOU!" She hugs Spider-Man for effectively freeing her from the wrath of Morlun and indirectly freeing her from the bunker.

"You're welcome. But I'm curious. How did you gain powers?" Peter asks her.

"I got bit by a spider at a science demonstration at Oscorp." Cindy revealed, shocking Peter with this surprising news.

"Oscorp?! I was at Oscorp too when I got bit by a spider! Does this mean…we were BOTH bit by the same spider?" Spidey remarks, totally shocked by this revelation.

"I think so. I do sense there is a 'connection' between us. It's how I found you when you were taking on those robots." Silk replied, pretty much confirming it.

"So weird. Does that make us spider-siblings?" Peter joked.

"Been a long time since I've seen MY sibling…" Silk remarks somberly, implying something she lost during her time trapped in that bunker.

"You have family?" Peter asks her sincerely.

Cindy slowly starts tearing up, "Have? Had? Not sure. It's been so long. The first thing I did when I broke out was visit my old home but…they moved out. I've been so alone for so long…That's why I joined Avengers Academy. Not just to protect myself in case Morlun was still around, but to find my family. I have no idea where they are. Even if they survived the war, I-."

"Cindy…" Peter remarks genuinely, wanting to reach out to her as he feels guilty about her situation.

"And all because of a spider bit. It changed me. Took years of my life. And now my family…You wouldn't understand." Cindy looks away from Peter.

"You'd be surprised. I have a friend whose mom abandoned her when she was a kid." Peter said, referencing Yang's relationship with her estranged mother, Raven. "Don't worry. If they're out there, we'll find them. I promise."

Cindy wipes her tears away and ask, "Does that mean you'll teach at Avengers Academy? If you still have doubts-."

Peter cockily scoffs to brighten the mood, "Doubts? No way Cindy, my girl! Not even a little! Doubts! HA! You don't realize who you're talking to."

**BGM End**

* * *

**Later…at Central Park**

"I am SO having doubts." Peter said, walking through Central Park while talking with his resident faunus friend, Blake Belladonna, as they discuss if Peter should become a guest instructor at Avengers Academy.

"I mean, I want to help Cindy and teach those other students how to be real superheroes, but…I'm not exactly the perfect teacher. You and the others can confirm that." Peter said, implying he's not the best guest instructor at Beacon.

"No one is perfect, Pete. You'll be great. I know you have a passion for teaching. It's why you applied being a teaching assistant at ESU." Blake replies.

"Which didn't last a semester. Too busy with my other jobs while dealing with that mess the docs put us through with their little war, giving me the rep as 'unreliable'. Sorry for turning our little walk into therapy. I'll shut up now." Peter sighed.

"Hey. I was in your position when I was offered to teach a special Faunus class at the Xavier Institute. You're just worried you might ruin their lives, because you feel guilty for putting some of them in this life to begin with." Blake says, having a keen idea what's bothering him.

"I failed to stop Ock before he put the world at war. People like Ava Ayala lost her brother, and became White Tiger because of his death. I knew Hector, but he died because of me. And Cindy's family might be gone too." Peter responds somberly, being the guilty-sport he can't help himself being whenever someone dies either because of his direct or indirect actions.

"Stop kicking yourself. You practically SAVED Cindy from being trapped in that bunker, and she needs YOUR help to reestablish herself to the world, just like those other students need your help to better protect themselves, and learn how to be great heroes like you. Besides, it's only for the summer. You'll do _fine_." Blake smiles, giving him encouraging words to accept Pym's offer and become a guest instructor over at Avengers Academy.

"Well, if you can somehow teach a bunch of mutant and faunus kids without going crazy, I can probably do the same. Alright, I can do this. Avengers Academy is about to get schooled by the Amazing Spider-Man!" Peter said, throwing his fears away as he is now prepared to teach a bunch of super-powered teenagers tomorrow at Avengers Academy, for better or worse.

* * *

**BGM-Spider-Man: Friend or Foe OST-Main Theme**

**KFX Here: Silk's origins are more-or-less the same as from the comics (minus the "spider-love" between her and Peter. I decided to cut that out because that just makes things awkward and is barely relevant in the comics nowadays anyways). She's also wearing her "All-new, all-different costume" and not the "Webbed Suit" she first appeared in. Ezekiel Sims existed in this universe, but not anymore after he died during the Convergence. He's only mentioned.**

**XenoSlayer983: I haven't decided on a "main antagonist" yet. Couldn't care less about Spider-Carnage and Wolf Spider. As I explained in this chapter, Morlun and his family are presumably still alive, trapped in a pocket dimension (similar to Null Space from **_**Sonic Forces**_**).**

**D.N. Works: Salem in this series is MUCH stronger than her original counterpart from the show (assuming since we don't know the full extent of her powers in the show yet). In this series, she's bonded with a Symbiote and has the powers of Dark Gaia, and learned more magic from Dr. Doom, who's one of Marvel's greatest sorcerers. Remember in the Web of Shadows storyline, she threatened THREE universes at the same time. She's right up there as one of the world's greatest threats.**

**Alexandria Prime: No Miles. Haven't decided how to introduce him yet.**

**Next time: Class is in session, starting with mystical mayhem!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	3. Issue 2: First Period

_Issue 2: First Period_

**Latverion…Inside Castle Doom**

"Victor von Doom is no more?"

"Presumably. The people of Latverion express hope he is still alive somewhere in the cosmos."

**BGM-Mega Man Zero OST-The Ruins of Lab (Remastered)**

Salem walks down the halls within the castle of her former partner in conquest, Doctor Doom, in search of a mysterious item left behind by the tyrant with the help of Doom's right hand cyborg, Lucia von Bardas. The immortal witch is sporting her own all-new, all-different outfit: A short, dark black dress that has the red spider emblem on her chest as well as red accents with mythical symbols on the rims of her skirt and on the hood she is wearing to hide her hair. In addition to wearing crimson leg stockings, she's wearing a belt buckle attached with the skull of a Grimm Dragon.

Right now, Salem is in the middle of a conversation with von Bardas, as she explains to the recently-awakened witch what she's been missing ever since her last defeat, "After Lord Doom's defeat, the heroes discovered one of the Exo Stones was damaged during the invasion, making it impossible to separate our universes again. A lot has changed in the two years you were in your coma. For instance, as my master's appointed right hand assistant, I have been governing Latverion as Prime Minister during his exile. Protecting the country from any threat while secretly selling weapons to other criminal organizations."

It's rare for Salem to show a somber emotion as her face show she is genuinely upset after hearing of Doom's presumed death and slightly looks down at the ground she is walking on, "I see…You honor your master protecting his kingdom while he is away."

"Thank you, Mistress Salem. I assume you too are upset of his disappearance. I understand you and my master were…close during your brief partnership." von Bardas said, implying there might have been a romantic relationship between Doom and Salem during their time in the Masters of Evil.

Instantly, Salem puts on back her usual, stoic and serious demeanor to hide her feelings, "That is none of your concern, child."

"Yes. Forgive me." Bardas apologizes by formally bowing to her as the women walk down the stairs to the ruins of Doom's personal laboratory, "So what is it that you seek in my master's former laboratory?"

Salem kneels down to pick up a small case she had hidden for only her to find, "When we first met, Doom gifted me several mystical artifacts of great power. At the time, I had no use of them as we were focused collecting the Exo Stones. But with them out of my reach, I believe it is the time to unveil my most powerful weapon to the world." She opens the case to take out a one-foot long crystalline baton with demonic heads carved on either end, showing it to von Bardas, "This is the Wand of Watoomb. A relic of _near_-omnipotent power. The wand, through meditation, is controlled by the thoughts of its user. If trained correctly, the user can use it to multiply, focus or redirect mystical energies. And if one _masters_ this relic, the user can open portals to other dimensions and control the elements."

"What is your purpose with the wand?" Bardas politely asks about Salem's plan.

In response, Salem turns around and uses her new wand to open a dimensional portal in reality, "The Wand of Watoomb is a means to an end. You see, there exists a particular dimension parallel to our own. Dr. Eggman once visited this dimension in search of ultimate power, and I intend to do the same, as it houses 'several more relics' necessary for my plan to succeed."

"Then I wish you good luck and safe journey on your quest." The cyborg Prime Minister formally bows to the dark sorceress, wishing her best as Salem walks through the portal as it closes behind her.

**BGM End**

* * *

**New Vale City, Sanctum Sanctorum**

Up in the meditation chamber in the home of the Sorcerer Supreme, Weiss Schnee stands in the center of the chamber while her mystical arts mentor, Dr. Strange, watches her from the side stroking his chin. Weiss closes her eyes, calming herself with a relaxing sigh as she brings out Myrtenaster to her side, holding it and waiting. When she feels she is ready, she steps back, twirls, a stream of blue-white light coming from the tip of her sword. On the close of her twirl, she holds it aloft before striking the tip of the floor as a glyph appears glowing brightly and spinning fast. Slowly, something emerges from her glyph, appearing to be summoning a Mindless One, an extra-dimensional humanoid creature made of rock that has no face except for a single glowing eye. Weiss visibly struggles to fully form this new summon, something Dr. Strange takes notice of.

"Calm yourself and concentrate. Open your heart and mind and be one with your summon." Strange advises her how to properly summon her own Mindless One.

Taking Strange's advice to hear, Weiss closes her eyes once again as she concentrates, as the power of her Summoning causes a small wind to blow the hair around her face. The window bursts outward as the room is consumed in a bright white light. The light abates to reveal Weiss covering her eyes with her arm. She put its down as she looks forward, looking incredibly amazed as she is facing a Mindless One she successfully summoned.

"I did it! I ACTUALLY did it! I had NO idea I was capable summoning Mindless Ones as well!" Weiss smiles greatly as she has learned to summon a creature that is not a Grimm for once.

"With the proper mystical training. I once told you your Semblance gives you an affinity for the mystical arts. Now you are capable summoning more than just the avatars of Grimm, bringing you one step closer to unlocking your full potential." Strange said to his pupil.

"Thank you, Dr. Strange. This would make future battles a lot easier. I wonder if it's possible summoning a copy of Spider-Man that isn't annoying?" Weiss jokes.

Strange smiles, "I'm afraid even magic has its limits."

Unfortunately, their funny little conversation had to be cut short when they notice a familiar mystical wand inside its glass case glowing strangely. "What's that?" Weiss asks the Sorcerer Supreme.

"The Wand of Watoomb. And it is reacting to another. Does this mean Salem is in possession of another wand?" Strange wonders as he telekinetically lifts the Wand and puts it in his hand.

"Salem? She's back?" Weiss reacted in shock to hear the dark sorceress is potentially back.

"Indeed. Your headmaster, Professor Ozpin, informed me she has awakened from her coma and escaped from the Raft. We believe she might be up to something. And if she now wields another Wand of Watoomb, then multiple worlds are at risk being corrupted by her darkness. Question is: What world did she travel to, and what are her intentions for ours?" Strange wonders ominously about Salem's plan, knowing whatever it is, it puts the entire world in great danger.

* * *

**Avengers Compound in Upstate New Vale**

"Um…er…ahem…um…good morning, class." Spider-Man greets nervously while thinking to himself, _'Twenty-nine Mississippi…thirty Mississippi…' _and lowly asks, "Does the clock seem slow to anyone else?"

**BGM-Sonic Unleashed OST-The World Adventure (Piano Version)**

The day has come as Spider-Man is being a guest instructor at the reopened Avengers Academy, stationed at the newly-created Avengers Compound located in Upstate New Vale. The nervous webhead is currently teaching six teenage superheroes who are either super-interested in his teachings or moreso paying attention to their phones than him. The youngest Supernova of the Nova Corp, Sam Alexander, is one of those kids playing a mobile game on his phone. The eccentric mobian ring-tailed lemur, Tangle, is another of those kids playing on her phone competing against Nova while the curious android teen, Penny Polendina, wonders what they are playing. The newest White Tiger, Ava Ayala, is trying to pay attention to Spidey's teachings while looking bored out of her mind. The only students that seem interested in Peter's words are Silk and the dino teen hero, Reptil.

Its first period and, as the teacher, its Spider-Man's job to teach his new students in Superhuman Ethics, "So let's say you're in school in your civilian identity. Some jock gives you a wedgie in front of a bunch of hot girls and calls you 'egghead'." He said. _'Just to make up something that never actually happened to me.' _He secretly thought. "What do you do? What DO you do?" He asks his students.

"I tell him the 50s called, and they want their insult back. Then I blast him where the cracks meet his back." Nova jokingly answered.

"No, see, you can't do that without revealing who you really are. Which means your enemies can come after your loved ones." Spidey politely chastises the young Nova.

"I don't really do the secret identity thing. Sometimes I'm in space hanging out with the Guardians of the Galaxy. And my family has SHIELD security on the house." Nova quips, cockily leaning back on his seat.

"Why do I need a secret identity? Everyone in my village already knows I'm a civilian that can kick major bad guy butt!" Tangle says, while excitedly punching the air a few times with her fists and tail.

"Um, alright then. How 'bout you guys tell me what inspired you to enroll in Avengers Academy?" Spidey asks another question while still getting his bearings to properly teach the class.

"To become Avengers like you and Ruby! I originally wanted to go to Beacon like her and everyone else, but this seems just as good, is it not?" Penny happily answered.

"Sonic the Hedgehog recommended me to join when I helped him fight bio-engineered Grimm monsters created by AIM that attacked my home!" Tangle ecstatically waves her hand for attention.

"Isn't that a question you should've asked before class started?" White Tiger criticized the webslinger's teaching skills.

Peter uncertainly replies, "You're right. Uh, okay, new scenario. You're on a date, and a bad guy robs a bank nearby-."

"A 'date?' People still went on dates when you were in high school, right?" The clueless Silk asks since she's still unfamiliar with the world after being locked up in a bunker for half a decade.

Slowly, Spidey is getting really tense and nervous with all these questions, "Um, yeah, I don't know what they called it. It's not like I ever…I mean…"

Thankfully, the polite Reptil raises his hand with a question, "Spider-Man, I just want to say it's a real honor having you teach us. I'm a HUGE fan, going back to when you were a wrestler."

"He was a wrestler?!" Tangle rudely interrupted.

Reptil continues casually, "There's something I've always wondered. The press calls you a menace now, but you were really popular at first. A celebrity. Can I ask why you gave that up?" He asked the amazing spider-hero.

Spidey answers, "Okay, Reptil. That was gonna be my closer, but what the heck. Things…changed. I realized it was a selfish thing to do with my abilities when I could use them to help people instead. See, with great power comes-."

"Great responsibility, duh. We heard it a THOUSAND times from Yellowjacket." Nova interrupts his teacher impolitely.

"What? NO! HE stole it from ME!" Spidey retorted.

"But couldn't you have made a lot of money on TV? Money you could use to help you fight crime…and donate to charity?" Tangle asks her webbed teacher.

"Yeah, wouldn't fighting malaria in Efrika improve a lot more people's lives than fighting Electro? Just sayin'." White Tiger said.

"I guess…but I also couldn't get PAID without telling them my real name to put on the check." Spider-Man argued.

Nova immediately argues, "Then WHY didn't you set up a limited liability corporation, run it through some shell companies to hide the trail, and have them pay you under your business name? 'Spider-Man, LLC.' Problem solved, and you even save on your taxes."

Spider-Man stood in silence for a brief moment after being taught something when he should've been the one to teach his own students. Verbally outclassed in his own classroom, Spidey has only this to ask, "Who wants to go on patrol?" with all of his students raising their hands simultaneously.

**BGM End**

* * *

**Manhattan**

In that night, Spider-Man swings through the sky while leading his students on patrol. Silk swings by his side, as well as Nova and Reptil flying with their special abilities, while everyone else flies around riding sky-cycles.

"So, what, we're supposed to just fly around aimlessly and hope we run into someone dumb enough to commit a crime out in the open?" White Tiger asks her webby teacher.

"Your Avengers sky-cycles pick up police frequencies. And you'd be surprised how willing crooks who dress up in spandex are to put it all out there." Spider-Man replies.

"Do you have a police scanner? How do you do it?" Reptil asks, flying around with his morphing wings of a pterodactyl.

"I do have a police scanner. Two types. One installed into my suit and the little bell in my head that rings to danger." Spidey answered.

"You okay? It looked like you were gonna have a meltdown back at class." Silk asks Peter, noticing something's wrong with him.

"Even on my worst day in the classroom, I was never such a hot mess. I was a teaching assistant, yeah, and I taught at Beacon a few times, yeah, but at least I was familiar with the school and students, most of them around my age. This is my first time teaching young SUPER-human students." Peter replies, expressing why he's been a hot teaching mess lately.

"Pull it together, Pete. You got this." Silk pepped talk him not to give up yet.

Peter says, "I know, I know. If there's one rule I learned about teaching, never lose the…" Suddenly, both his and Silk's Spider-Sense tingles to incredible danger nearby, danger that his students are already on their way to intercept, "…kids…Nuts."

**BGM-Spider-Man: Web of Shadows OST-Boss**

High above a nearby rooftop, relentless fireballs are fired at a mysterious hooded sorceress flying away from the blazing attacks swiftly, then counters with magic blasts fired on the small fire princess from an alternate dimension, Blaze the Cat, who dodges her new enemy's attack with her blazing flames.

"Hold it! I do not know who you are, but you will surrender the Sol Emeralds you stole from my world! You're putting it in grave danger!" Blaze demands her mysterious opponent to surrender, but she obviously doesn't listen.

Blaze flies in the air chasing the sorceress with more fireballs. The dark witch continuously avoids them before landing on another rooftop as Blaze unleashes a fire beam that's quickly blocked by her magic barrier. Blaze grunts in anger as she wonders how to defeat her seemingly invincible foe until surprise assistance arrived in the form of the students from Avengers Academy.

"Wait right there, fire cat girl! Avengers Academy got this! It's hero time!" Nova cockily says as he leads his friends to launch a useless assault on the mysterious sorceress, who easily handles them and their childish attacks.

"Avengers Academy? Wait, hold on a second!" Blaze remarks.

"Blaze, is that you?"

Suddenly, Blaze is greeted by the familiar company of Spider-Man and his new buddy, Silk, "Spider-Man! I am so glad you are here! I could use your assistance to defeat that sorceress." Blaze smiled.

"Sorceress?" Spidey turns to see his students have already gotten their butts whooped by the mysterious witch, "Kids! Are you all alright?!" He asks his wounded class.

"Yeah, we're okay." Reptil said, injured while holding his pained face.

Then, the mystery witch notices Spider-Man directly in her sights and seems to recognize him, "Spider-Man? I didn't think we'd be meeting each other so soon."

"Who are you? And what do you want?" Spider-Man asks her.

"You do not recognize me?" The mystery witch decided to take off her hood to reveal that she is actually Salem, recently awakened from her coma.

"Hey, I recognize that woman." Penny comments, recognizing Salem from an adventure she shared with Spider-Man a while ago.

"Salem?! That's impossible! You're supposed to be in a coma! When did you wake up?" Spider-Man asks his mystical nemesis, surprised to see she has awakened.

"Heh. Salem? Isn't that the name of a town?" Nova joked.

"Or a name derived from those old witch trials." White Tiger responded.

"Isn't she from the Wizard of Oz or something?" Silk quipped.

"To answer your question, Spider-Man, I woke up not too long ago, but long enough to retrieve _this_." Salem ignores the children's mockery of her to show Spider-Man the Wand of Watoomb she had kept within Castle Doom.

"That's…Dr. Strange's Wand of Watoomb!" Spider-Man recognized the mystical weapon.

"No. This one is mine." Salem replied.

"There's another one?" Peter remarks.

"Yes. Six in total. There may be five more across different dimensions. I got this one from Dr. Doom when it slipped through the cracks of the world." Salem explains to him and his friends.

"What? As a wedding gift? Aren't you a little too old for marriage, or world conquest? Just what are you up to this time?" Spider-Man demanded.

"Who cares? Let's kick her butt already!" Nova flies recklessly towards Salem to attack.

"Nova, STOP! She's too powerful for you!" Spider-Man ordered him to cease fire against his vastly superior opponent.

Nova arrogantly replies, "Says you! I'm a member of the Nova Corps! I'm wearing a helmet that gives me _unlimited_ cosmic power! I saved an entire GALAXY! An old lady with bad makeup holding a magic wand can't stop-AAAAAAAAGH!" He screamed in absolute pain as Salem blasts him away with a powerful mystic blast from her Wand.

"You should've HEED your superior's warning. Power is nothing if you're too childish to use it." Salem berated the defeated Nova.

"That idiot! He always acts like that!" White Tiger criticized Nova's recklessness as the rest of Avengers Academy rushes to fight Salem.

"Guys, hold ON! You aren't ready to fight someone on her level! At least work as a TEAM!" Spidey advises his students to the best of his abilities, knowing they are outclassed by a powerful opponent like Salem.

"Trust Spider-Man, you guys! Me and him fought her before and she's EXCEPTIONALLY strong!" Penny told her friends while they work together fighting the immortal sorceress.

"One team up move coming right up!" Silk manages to web up Salem while Tangle throws White Tiger at her using her highly prehensile tail. The cat warrior pops out her claws ready to strike, but Salem quickly broke free from the webbing before teleporting away from Tiger's attack, countering with a magic blast that knocks her, Silk, and Tangle away at the same time.

"Are these your new teammates, Spider-Man?" Salem asks while easily defeating the likes of Penny and her numerous swords as well as Reptil's claws of a Velociraptor.

"This is actually a class I'm teaching right now, which you are currently ruining." Spidey quips, firing a web barrage that Salem blocks with her magic.

"Really? You never struck me as a competent instructor." Salem mocks, firing a mystic blast from her wand, which Spidey dodged.

"I taught you a few lessons in humility, haven't I?" Peter quips, giving Blaze a chance to distract Salem with her flames that leaves her open for a blitzing Web-Strike punch to the face.

Salem grunts in annoyance before blasting the spider and cat with a powerful shockwave from her wand. Silk returns taking on Salem for a bit by herself, using her superior speed and Spider-Sense to surprise Salem with a small challenge, striking her with webbed fingertips that works like claws, "You seem to be pretty slow. Still a bit spry for an old lady though. Have a retirement plan worked out yet?" Silk joked.

Silently, Salem summons multiple symbiote tendrils below Silk, capturing her between them as the immortal witch takes a closer scan of her, "You're a special little spider. I can sense it. There seems to be a connection between you and Spider-Man."

"Well, we were kinda bitten by the same spider. Make sense. Actually, no it doesn't. It's very weird." Silk quipped.

"Interesting. I wonder if this means you possess a similar 'gift' as him." Salem said, sensing there's more to Silk than meets the eye.

"What are you talking about?" Silk asks her, confused from all her crypt talk.

"Hands off my Spectacular Spinning Jenny!" Spidey jokes, while firing a large Black Web Bomb from his Web Wispon at Salem, blowing her away with a large explosion that also frees Silk from the tendrils.

"What did you just call me?" Silk remarks.

"Spectacular Spinning Jenny! My All-New junior sidekick!" Spidey quipped.

"I can't believe you. Be glad everyone else is unconscious not to hear that, or else I would've seriously kill you." Silk replied.

Salem assaults the spiders firing numerous mystical bolts that would've been nigh-unavoidable if it weren't for their respective Spider-Sense, though Silk is having a much easier time with her more advanced "Silk-Sense". Meanwhile, Nova finally wakes up after being knocked out by Salem earlier, "Ugh…Getting beaten by a pale-faced grandma? No way I'm letting that slide!" The young Nova fires a large cosmic beam at Salem. She simply blocks the blast with the Wand of Watoomb, using it to absorb his attack, much to his frustration, "Oh, come ON! That's cheating!" He said, before Salem instantly teleports behind Nova and strikes him down with a dark lightning strike. The other Avengers Academy students got back up to fight but were quickly defeated by Salem once again because of their inexperience fighting a powerful foe like her.

"Enough!" Blaze attacks Salem with a fierce fire blast, "This has gone far enough!"

"I agree with the fire cat!" Spidey swing-kicks Salem off the air she was hovering at the time. "Just what are you up to, Salem, 'cause in case you haven't noticed since the time you woke up, your buddies in the Masters of Evil are LONG gone! So is Watts and your other pawns! You're all alone. What do you plan to accomplish by yourself?"

"You'll see soon enough. You have no idea the kind of _horror_ I will soon unleash on your pathetic world." Salem retorts, attacking the webhead with more magic attacks.

"Surprise me. I've already fought a lot of weird things lately like Zeti, giant spider-dragon robots, magical god monsters, and masked animals with virtual reality powers." Spidey quips, swinging away while attacking her from the distance with web bullets.

"I know, and they still pale in comparison to what I have in store for you." Salem hauntingly said, teleporting behind Blaze and blasts her off the rooftop.

"Blaze!" Spidey shouted.

Before he could anything to help, Spidey was blasted to the ground by one of Salem's attacks. He recovers and tries to attack her, but she seemingly vanishes, leaving him worriedly confuse as she suddenly reappears behind him, "What's wrong, insect? Spider-Sense didn't tingle?" Salem mocks him since her symbiote hides her from his annoying Spider-Sense, making it easier to surprise him with a devastating attack that blows him away, "What happened to your other unique abilities you showcased in our previous encounters, Spider-Man? Did someone strip you of those powers or are you too stubborn to use them?" She continues with the mockery, sensing Spider-Man has recently lost access to his other, more crazier spider-powers like "Aura-Arachnid" and "Perfect Synchro" after his first fights with Anti-Venom, who drained him of those special powers.

"A little of both, yeah." Spidey quips, surprising Salem with a quick strike from his special wrist stingers that does wonders against mystical, supernatural beings like her, "What about you? You're a little rusty. Was your bed uncomfortable while you were drooling in your sleep?" He mocked her.

"It does not matter. With the Wand of Watoomb in my possession, I am more powerful than ever before. And soon I will be invincible!" Salem declares, striking Spider-Man with a hard damaging blast from her wand that almost knocks him out, "It is a shame I have to dispose of a unique creature like you, Spider-Man." She said, pointing her wand at him, intending to finish him off with one more attack.

"Very kind…What's unique about me…My charming attitude?" Spidey weakly jokes.

**BGM End**

As Salem prepares to finish off Spider-Man, her own Spider-Sense informs her of an approaching mystical danger that would easily prove to her a challenge, "It's him. Now's not the time to fight him. I'm not ready yet." She turns back to Spider-Man as he slowly stands up, "Consider yourself fortunate, Spider-Man. Pray to whoever god you believe in we do not meet again. Adieu." She politely says her goodbye before vanishing to the unknown.

"Errr…That was a miserable first day of patrol." Tangle jokes while recovering from the mystical battle.

As Spider-Man, Blaze, and the students of Avengers Academy recover from the fight, a magic portal opens for Dr. Strange and Weiss to run out from and scan the area for any signs of Salem, "Spider-Man? Are you okay?! Where's Salem?" Weiss helps her friend, making sure he's okay.

"Gone. What are you and Doc Strange doing here?" Peter asked the ice queen.

"We came as soon as we sensed Salem's mystical signature has reappeared in this reality, but it seems we've arrived a little too late. She is currently hiding her presence. I cannot track her down." Strange replied.

"Uh, who are these guys?" Silk asks Peter about his friends.

"Class, this is Weiss Schnee, a good friend of mine. And this is Dr. Strange, a magical good friend of mine." Spidey replied with simple introductions of his friends to his class.

"You know magic?! That would've been SO helpful a minute ago." Tangle quipped.

"I heard from Blake you started teaching at Avengers Academy. What were you THINKING bringing a bunch of young amateurs into a fight with one of the world's most powerful sorcerers?!" Weiss berated the webhead for endangering his own students.

"I was hoping we'd fight the SHOCKER, not the Wicked Witch of the West holding a Wand of Watoomb!" Spider-Man argued with her.

"If she holds the Wand of Watoomb, then we must make haste finding her." Strange said, knowing the Wand is very powerful, especially in the hands of someone as equally powerful like Salem.

"I agree. My world is in danger because of her." Blaze walks up to the experienced trio.

"Why's that?" Spider-Man asked, as he's been wondering why Blaze is suddenly back in this dimension.

"Salem suddenly came to my world and stole 4 of the 7 Sol Emeralds. For what reason, I do not know yet. But if she is already this powerful with this Wand of Watoomb, then I can't imagine what would happen if she steals the remaining 3 emeralds I have with me." Blaze explained.

"What does the Sol Emeralds have to do with your world in danger?" Weiss asks the fire princess.

"The Sol Emeralds keep my world stable. If even one is separated from the rest, my world would fall into chaos and eventually be destroyed. A similar catastrophe almost happened during my first meeting with Sonic, when the Sol Emeralds appeared in his dimension and almost caused the destruction of both our worlds since they and the Chaos Emeralds can't exist in the same plane of existence, not unless the user knows how to control them. And I'm uncertain if Salem knows how to control the Sol Emeralds' power." Blaze informs her friends of the dire situation they are in, now that Salem is in possession of four Sol Emeralds.

"Do not underestimate her. Regardless, she must be stopped before she brings about the end of all things on both our worlds." Strange said, now focused on a mission to find and stop Salem.

"We'll help too. I mean, if you want our help." Reptil bravely asks as the Avengers students seem a little eager to assist the more experienced heroes to stop Salem.

Spidey says, "Sorry, Reptil. I appreciate your bravery, but you're way out of your league on this one. I almost got you guys killed. Besides, this is Dr. Strange's field of expertise. He's the most experienced out of all of us fighting mystical threats. We'll leave this to him. For now, let's call it a day."

"Are you kidding me? I say we didn't do too bad! I want another crack at that old hag!" Nova remarks, being arrogant and cocky as usual.

"You almost got us killed because of your reckless actions, moron!" White Tiger berated the young cosmic hero.

"I didn't notice. Too busy being awesome." Nova joked while arguing with Tiger and the rest of his fellow students.

Peter face-palms while tiredly shaking his groaning head, "Teaching is a lot harder than fighting Salem." He said while a smiling Weiss pats his shoulder, comforting him for having a busy day.

* * *

**BGM-Spider-Man: Friend or Foe OST-Main Theme**

**KFX Here: Blaze the Cat is back after being absent for a little while since **_**Exo War**_**. We're slowly learning about Salem's plan, whatever it is involves the Sol Emeralds and the Wand of Watoomb. What is her true plan and how will the heroes stop her? We're already at the halfway point of this story. Learn what happens next time. I've also hinted there might've been something going on between Salem and Dr. Doom during their days as the Masters of Evil.**

**D.N. Works: Kinda forgot Karn existed. Who knows? He might appear if I have plans for him.**

**Alexandria Prime: Spider-Man was 17 too when he first joined the Avengers in this series.**

**Next time: The hypnotizing reporter at Avengers Academy!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	4. Issue 3: To Steal a Sol

_Issue 3: To Steal a Sol_

**Salem's Lair, New Vale City**

**BGM-Marvel Ultimate Alliance 3 OST-Twisted Reality**

A portal open inside Salem's new headquarters in the city that was once an abandoned warehouse now transformed into her own dark reflection of the Sanctum Sanctorum, resembling her old castle in the Land of Darkness. Salem walks out of the portal, returning from her recent battle with Spider-Man and his class, still in possession of the Wand of Watoomb while approaching her dark minions. Abandoned Badniks bonded with a symbiote are charged cleaning up her new home. Nightmares created from her Dark Gaia energy welcome the return of their master as she pets their adorable heads. The dark witch approaches her Beringels, who have captured dozens of scared Chao trapped behind cages for a mysterious purpose.

Salem kneels before the captured Chao with a wicked, worrying smile plastered on her face, "Do not be scared, little Chao. The moment will come soon to fulfil your purpose." She stands straight back up, magically summoning the 4 Sol Emeralds she recently stolen from Blaze's World, "Things are going smoothly. Thanks to the Wand of Watoomb, I was able to sneak into the Sol Dimension and acquire four Sol Emeralds, but I still require all seven to enhance my power and summon the all-mighty Ifrit, the interdimensional demon dragon that resides in the Dark Inferno Dimension." She said, revealing her ultimate plan is to summon the Ifrit, an interdimensional, demonic fire-creature of incredible power Sonic and his friends fought a long time ago."

Salem continues, "I didn't know it existed until our unexpected encounter during that 'time debacle' in the world of Ylisse. Legends say the Ifrit is invincible, capable of destroying whole worlds and bind one's soul, once it has devoured enough of the Chao. Not even Earth's Mightiest Heroes will be safe from enslavement. The only one who could be a threat is the Sorcerer Supreme, Dr. Strange. He and I are about equal in strength, but when I possess the power of the Sol Emeralds, he too will fall and his Eye of Agamotto will belong to me. Now all that's left is to devise a plan to steal the remaining emeralds from their guardian, but it's most likely she has formed an alliance with Dr. Strange. What to do?" She wonders, pondering a plan to steal the remaining Sol Emeralds from Blaze.

A Symbiote Egg Pawn approaches her master to hand her an old newspaper it found while cleaning up. She reads it to see it's a paper published by the Daily Bugle with a picture of Spider-Man front and center that was taken by the photographer, Peter Parker. Remembering Peter and Spider-Man are one and the same, Salem smiles after silently devising an amazing terrifying plan, "Perhaps I should take a page from Mr. Parker's handbook."

**BGM End**

* * *

**Three Days later…at Avengers Compound**

**BGM-Sonic Adventure OST-Welcome to Station Square**

It's a good afternoon for a little training session between the students at Avengers Academy. A 3-man team-based battle at the training yard of the school. Silk trains against White Tiger, firing her webbing that the amulet-powered hero tears through with her claws. Nova flies away from Penny's multiple sword throws to get enough distance to blast her, but she blocks his attack with a makeshift sword barrier. Tangle was able to wrap her tail around Reptil, but quickly broke free after morphing his arms with the great strength of a Velociraptor.

Spider-Man is in charge of this training session, watching his students from the sidelines while instructing them with battle advise, "Keep it up, guys! You're doing great! But remember, this is a teamwork training session! Don't be afraid to partner up for some tag-team action! Once we're done, I'll get you all a sundae. My treat."

"Can you afford them a sundae?" That little joke came from Weiss as she approaches the web-slinger alongside Blake by her side.

"Weiss. Blake. Sup." Peter waves to his incoming friends.

"Hey, Spidey. Thought we'd drop by to see how your teaching is coming along." Blake said.

"Going about as well as you'd expect it. Some of them are a bit reckless and headstrong, but they all show real potential. Just gotta work on their teamwork." Spidey told his friends about his progress teaching the students.

"Reminds me of our early days at Beacon. Oho, how time has passed. When did we get so old?" Weiss jokes with a little depressing chuckle in-between.

"Any luck finding our witch?" Spidey switches to a more serious topic to discuss.

Weiss sighs, "Three nights. Found nothing. But we have learned of a rumor about Grimm and other weird creatures kidnapping Chao. Probably for Salem."

"Why is she kidnapping Chao?" Blake questioned Salem's motives.

"You'd think she be after the remaining Sol Emeralds. She's up to something." Spidey puts his hand on his muzzle, pondering Salem's suspicious strategy.

**BGM End**

In amidst of training against White Tiger, Silk's Silk-Sense picks up something but can't determine what it is yet, which accidently left her open to get kicked to the ground. "You alright, Silk? Something bugging you?" White Tiger sincerely asks her friend while helping her to her feet.

Silk replies, "Not sure. My Silk-Sense seems to be out of whack. I sensed some kind of big danger coming, but all I see is a…reporter?" The girls turn to see a young, gorgeous, fair skin woman approaching Spider-Man and his friends. The reporter woman keeps her black hair in a ponytail, hiding her light blue eyes with clear glasses and wearing a red leather jacket.

**BGM-Team Sonic Racing OST-** **Narrative Cue: Peaceful**

"Excuse me. Are you the instructor for this class?" The reporter woman asks Spider-Man.

"Yes. Who are you?" He replied.

"My name is Luna Rosemary. I'm a reporter from the Daily Globe. I have an appointment to write about Avengers Academy this afternoon." Reporter Luna Rosemary from the Daily Globe introduces herself, shaking her gentle hand with Spider-Man's.

"Oh yeah. I heard from Dr. Pym someone was coming today. Nice to meet you. My name is Spider-Man." Peter politely introduces himself to the reporter.

"No need for that. I am _very _aware who you are, Spider-Man." Rosemary smiles from her subtly suspicious double-meaning statement.

"Alright. So you said you're here to write about Avengers Academy?" Spidey asks her.

"To promote the school and help you gain more students. If you don't mind, I want to explore the school and interview your students while taking each of their pictures." Rosemary replies, showing him her own camera.

"Sure. We can do the interviews right now." Spidey says, turning to his students, "Class! That's enough training for today! Someone's here to talk to you! She's a reporter from the Daily Globe!"

"Hello, young heroes!" Rosemary delightfully waves to the young students.

"Hey pretty lady. Name's Nova, the human rocket. Best kid superhero in the entire world." Nova boasted his massive ego while descending from the air beside his fellow classmates.

"Why do you say that?" Rosemary wonders while writing on her notepad taking notes of the interview.

"Because it's the truth. I've done things no other kid my age could ever dream of doing. For instance, I destroyed an entire fleet of Chitauri using the Ultimate Nullifier." Nova bragged.

"Kid buckethead once used the universe's most powerful weapon? I am _terrifyingly _amazed we're not dead." Weiss deadpanningly quips from the sidelines.

"Fascinating. You are certainly a brave young hero to wield such a weapon. Mind if I take your picture?" Rosemary holds up her camera.

"But of course. Just remember to get my good side." Nova jokes, smiling as he looks directly at the camera to get his picture taken.

"Thank you. Who is next?" Rosemary turns to the other students.

**BGM-Team Sonic Racing OST-** **Narrative Cue: Threatening**

Reptil goes up to have his little interview with the reporter then picture. In the meantime, Silk still senses something is wrong and goes to Spider-Man and his pals for assistance, "Something is not right…" She says while approaching her spider-sibling.

"What's wrong?" Peter asks her.

"That woman. I don't think we should trust her. My Silk-Sense is warning me of something, and it's all pointing at her, but I'm not so certain. Still haven't mastered it like your Spider-Sense." Silk replies, being suspicious of Rosemary as she's taking a picture of Tangle.

"Mine isn't warning me of anything. She seems pretty harmless." Peter says as his Spider-Sense hasn't tingled at all while the reporter is here.

"Her senses are a lot more advanced than yours. Maybe we should be a little cautious until we can figure everything out." Blake advises.

"Excuse me!" Rosemary calls out to Peter's group after interviewing the other students except for Silk, "Is the Spider-Girl ready for her interview?" She asked.

"It's SILK, and no thanks. I'm a little camera shy." Silk denied the interview, annoyingly staying suspicious of the reporter.

"Sorry. Can I still have that tour of the building before I take my leave?" Rosemary asks, still wanting that tour of Avengers Compound for her report.

"Sure. Follow me, reporter lady." Spidey leads the group inside for a tour of the compound. Shortly before joining the heroes, the reporter puts on a suspicious smile, secretly taking out a purple emerald cut gem behind her back, causing it to glow to act as a strange beacon before she magically causes it to disappear from her hand.

**BGM End**

* * *

**Manhattan**

**BGM-Sonic Rush OST-Theme of Blaze's Event **

Meanwhile in the city, Blaze the Cat tirelessly leaps from rooftop to rooftop still searching for her missing Sol Emeralds that were stolen by Salem a few days ago. After wandering for hours, she stops on a tall skyscraper gazing down at the peaceful city and its people, but still no luck finding Salem. "Where is that witch? She has to be somewhere. With every second that pass, my world teeters to destruction, if I do not recover the missing Sol Emeralds." She takes out the red Sol Emerald in her possession, "She must be using her magic to cloak her emeralds' energy, making it harder to track down with the emeralds in my possession." With little leads to go on, she contacts Dr. Strange via a communicator, "Dr. Strange? This is Blaze. Do you have any more leads regarding Salem's whereabouts?"

'_Not at the moment. I am currently occupied dispatching mystically-enhanced Grimm attacking various corners around the world. No doubt Salem enhanced them with the Wand of Watoomb to put me on a wild goose chase.' _Strange replies he's busy fighting Grimm.

"Where could she be?" Blaze ponders, trying to figure out a way to locate Salem before it is too late. Suddenly, she notices her Sol Emerald glowing as if it's reacting to another, "The Sol Emerald! It has located another, somewhere upstate! It might be Salem! I'm heading there right now!"

'_Be careful, Blaze. It may be a trap! I'll come to assist you as soon as possible!' _Strange says as Blaze takes off for Upstate New Vale, following the Sol Emerald's energy signature to Avengers Academy.

**BGM End**

* * *

**At Avengers Academy**

**BGM-Ultimate Spider-Man Game OST-** **Venom Fights Silver Sable**

"Whew! I am stuffed! I don't think I can eat another bite, _unless _one of you guys have some chocolate." Tangle jokes, hanging out with her fellow classmates in the cafeteria on a lunch break after their tour with the reporter, Luna Rosemary.

"After last time, no way." Reptil replies, still eating from his food.

"I'm only asking for one piece this time." Tangle jokingly smiles.

"Yeah right."

"Was it just me, or did something feel 'off' about that reporter lady? Her scent was giving off major bad vibes I still can't wrap my head around." White Tiger sensed something was suspicious about the reporter, thanks to her "Amulets of Power" granting her heightened animal-like senses like smell.

"Same here. My Silk-Sense kept going overload when I was around her, but she didn't do anything suspicious, which worries me more." Silk replies, agreeing with Tiger.

"I don't know what you girls are worried about. Reporters are always suspicious, and sometimes a little crazy. She's gone now. What we should REALLY discuss is how we're going to take down that Salem lady." Nova responds, still insisting for some payback against Salem after she easily defeat them the other day.

"I don't think that's a good idea." Penny said, knowing from experience Salem is too much for young heroes like them.

"Why? Don't you guys want some payback after she humiliated us?" Nova asks his friends.

"Maybe, but, like Spidey said, we're not ready to fight someone that powerful. She used to be part of the Masters of Evil that merged our universes. We can't fight someone like that." Reptil argues with the cosmically young hero.

"Reptil's right. We still need more training, and YOU need more discipline." White Tiger mockingly points at Sam.

"I'm disciplined!" Nova retorts, but then suddenly he gets a major headache, "AAAAAAAAGH!"

"Nova! You okay?!" Silk asks him if he's alright, but it's not just him that's experiencing a major headache. The spider-woman quickly notices the rest of her classmates are suffering the same mysterious headache as well, "Guys, what's going on?! Silk-Sense is going nuts-WHOA!" She shouts as she dodges a surprise claw strike from White Tiger for some odd reason, "Tiger?! Why did you try to attack me? And…uh-oh." Silk slowly notices her friends suddenly have glowing red eyes as if they are being controlled by someone. Whoever it is, they are commanding the young heroes to corner and target Silk, "Now I wish I stayed inside that bunker." Silk jokes as it looks like she's going to have to fight her friends to survive this madness.

**BGM End**

* * *

**Avengers Compound Training Yard**

**BGM-RWBY: Grimm Eclipse OST-Action Fun 01**

This time, it's Weiss watching from the sidelines as her good friends are having a little sparring match between each other to pass the time. Spider-Man's amazing abilities have always been capable giving him a slight edge above Blake's moveset. Nonetheless, the two seem pretty evenly match it makes one wonder who's gonna win.

"Been a while since we've trained together. Let's see if I'll win this one." Spidey quips, throwing a fast punch that Blake barely avoids with only her hair scratched.

"Funny. You won't be so spectacular when I'm done with you." Blake goes a speedy roundhouse kick that the webhead perfectly blocks.

"That'll still leave me pretty amazing. Check out my ultimate moves." Spidey web-throws Blake away, leaving her wide open for a blitzing Web-Strike. Peter's Spider-Sense tingles just in time so he could jump away to the air from her explosive clone, "You know that trick never works on me-AAGH!" Blake suddenly appears above him with a dive-kick that knocks him crashing down to the ground. The shadow cat throws her ribbon, tying up the dazed webslinger as she yanks herself forward to attack him again, only for the Spider-Man she struck into bits was simply his Holo-Decoy.

"Copying me?" Blake smirks with a quip, as the real Spider-Man appears with an amazing flurry of attacks that forces her to impressively counter and hold her own against him.

"More like improving. I could do the same for you. Have them talk smack at your enemies." Spidey quips, using his own afterimage to strike Blake in the back.

"No thanks. I prefer my more 'natural' abilities." The faunus cat snarkly remarks while continuing to spar against the wall-crawler using her clones.

**BGM End**

Weiss smiles to see her friends having fun until she notices Blaze suddenly land beside her from the air, "Blaze?"

"Hm?" Both Spidey and Blake stopped their little spar when they noticed the interdimensional fire princess in the vicinity.

"My friends. Good you are here. I sensed the remaining Sol Emeralds are somewhere in this facility." Blaze quickly informs her friends that the remaining Sol Emeralds, and quite possibly, Salem, are near.

"At Avengers Academy?" Spidey remarks until his Spider-Sense made him realize something, "Oh no! The students!"

**BGM-Ultimate Spider-Man Game OST-Venom Throw Down**

Suddenly, something exploded inside the school, and whatever happened in there knocked poor Silk straight outside next to Spidey and his friends, "Silk?!" Peter remarks in surprise to see Silk was suddenly blown outside the building.

"Spidey, hope you have your detention slips ready?" Silk jokes as she stands back up for a fight.

"What for?" Spidey replies until his Spider-Sense warns him several someones was menacingly walking outside to confront him and his friends. Familiar someones actually.

"Your class has gone CRAZY!" Silk said as the heroes are suddenly confronted by the mind-controlled students of Avengers Academy.

"Oh boy. What happened?" Spidey asked, wanting to know what happened to his students.

"Look at their eyes. I think they're under mind-control, but how?" Blake notices the student's glowing red eyes that gives them that killer look.

"Hmhmhmhm. You can thank me for that." Showing up from a portal of darkness is the Daily Globe reporter, Luna Rosemary herself, standing before the mind-controlled heroes with a devious smile.

"The reporter?" Weiss remarks.

"I don't think she's an ordinary reporter." Silk glares at the reporter as she knew something was suspicious about her from the beginning.

Symbiote slime wraps magically wraps around Luna Rosemary as it begins to change her. Transform her. Dropping her disgusting disguise to reveal she was none other than Queen of Darkness, Salem, who was behind everything.

"Salem!" Blaze exclaims with an angry scowl.

"That's why you sensed something was wrong with your Spider-Sense and not me. She's bonded with a symbiote that copied my DNA to bypass it!" Spidey glares at the symbiofied witch of magic, furious with himself he didn't notice her at all when she was right there at plain sight.

"Still a _marvelous _gift you left for me, my 'son'," Salem smiles, mocking him as family since they both share Peter's DNA, "Finish them!" She commands her young mind-controlled heroes to attack Spidey and friends, all with their full power.

"How did you take control of my students?!" Spider-Man asks the witch while he's busy fighting the mind-controlled Tangle.

"I took a page from your repertoire by snapping them their picture with my camera, which was magically enhanced with a spell that puts them under my control when they stared directly at the flash. Your students never saw it coming, except for Miss Silk." Salem revealed, explaining how she put the students under mind control.

"Gotta love the Silk-Sense! Always on point when I could potentially be mind-controlled!" Silk jokes while dodging Penny's swords.

Nova unleashes a barrage of energy beams at the dodgy Weiss before brutally tackling her across the field. As he's about to unleash another attack, Weiss performs a flip from her glyph to avoid it, "C'mon, Nova! Fight Salem's control! You're too arrogant and stubborn to be used as a puppet!" She pleads with the young Supernova to break free from Salem's control, but her words aren't enough as he mercilessly fires another beam that forces her to block with a protective glyph.

Meanwhile, Blake is running away from the mind-controlled Reptil, who transformed into a full-size rampaging T-Rex chasing her as it roars like a true dinosaur, "Not good. With Reptil under her control, he's on a rampage!" She comments, barely jumping away from being crushed by the giant dinosaur.

"Release my friends from your control, witch!" Blaze prepares to throw a large fireball at the seemingly unguarded Salem, only for the princess to get ambushed by White Tiger, forcing her to fight the mind-controlled cat instead.

Back with Spider-Man, he was able to pin Tangle and her annoying tail down long enough to spray webbing on her so she wouldn't escape, "This should hold ya while I beat some sense to the wacky witch." He joked. Without his Spider-Sense warning him, Pete's suddenly grabbed by multiple Geist hands coming out from Salem's glyph underneath him, forcing him down on all fours and tries to suffocate him as Salem approaches him.

"How does it FEEL, Mr. Parker? To be betrayed by your own students, who trusted you with their lives and now will be the cause of your life being taken? It reminds me of a tale long forgotten when the original humans of Remnant betrayed the Gods." Salem mockingly walks around the entrapped hero.

"I wasn't betrayed! You messed with their heads, just like how you tricked humanity to get themselves KILLED by the gods!" Spidey retorts, using that impressive willpower of his to break free from the Grimm hands and punch Salem, only to miss as she leaped back, "You used to be a kind and loving lady, but was alone suffering after losing the love of her life before getting herself corrupted." Peter said, familiar with Salem's tragic backstory.

"This old story again? I'm aware we used to be 'friends' when you altered the timeline during one of your travels to the past." Salem remarks while still attacking the dodgy Spidey.

"It's because we used to be friends is why I ask Dr. Strange to do everything in his power to cure of the darkness." Spidey said.

"Which he had failed, I assume, as I am too lost to be 'saved'." Salem responds.

"Just abandoned this path of hatred and destruction so we can work something out." Spidey said, genuinely wanting to cure Salem of her corruption.

"Forgive me, but I'm afraid I'll have to decline your offer." Salem denies being cured, firing a magic blast from her palm straight at Spider-Man. The quick-thinking webhead blocks her strike with a web-shield, immediately countering with Ivory Lightning Webbing that attaches to her body and violently electrocutes her for a powerful punch to the face from the webhead, knocking her down to the ground. Spidey unsheathes a stinger, ready to attack again, but was blasted away by a potent blast from her Wand of Watoomb.

"I do not have time to play games with you, Spider-Man. I have more important matters that heeds my attention." Salem says, attacking the unexpecting Blaze with a large blast from her wand that was powerful enough to knock away her remaining three Sol Emeralds for the taking.

"Blaze! Are you alright?!" Weiss asks while she, Silk and Blake are fending off the mind-controlled students

Blaze groans shaking her head after being blind-sighted, then stands up to watch in horror as Salem collects her Sol Emeralds for herself, "No! The Sol Emeralds!"

All seven Sol Emeralds glow while circling around their new master, Salem. "The legendary Sol Emeralds. Now it's my turn to wield their power. Just need to make one last pit stop before the end." Salem chuckles with a malicious smile, teleporting herself and her mind-controlled minions away from the school.

"They're gone, but to where?!" Blake notices Salem and the students have vanished to parts unknown, which they should know now since she possesses all seven Sol Emeralds.

Peter lightly assures everyone, "Not to worry, gang. During our little scuffle, I managed to attach a micro Spider-Tracer on Salem just in case she tried to escape again. I agreed to teach those Avengers Academy kids. They're my responsibility. I'm not allowing HER of all people take 'em on a surprise field trip."

"Great thinking. Where did they go?" Silk asks him.

Spidey projects a small holographic map that's tracking Salem's current whereabouts, "Lemme see. She's at the…Sanctum Sanctorum?" He said with frightening shock, "Uh-oh. She's after Dr. Strange!"

"Why?" Weiss asked.

"Don't know, but it doesn't matter. Salem has the wand, emeralds, and my class! Doc Strange is gonna need our help!" Spidey answered.

"Then let us hurry and save the doctor!" Blaze said, rushing alongside her friends into the city to help Dr. Strange.

**BGM End**

* * *

**Sanctum Sanctorum**

**BGM-Marvel Ultimate Alliance 3 OST-The Black Order**

Spider-Man's group hurried to the Sanctum Sanctorum where Dr. Strange is presumably confronting Salem as they speak, "Yo, doc! Had any unexpected mind-controlled visitors come in lately?" Spidey jokes while rushing through the halls and almost got blasted during Strange's epic battle against Salem and her mind-controlled minions, "Looks like you did, and boy did they make a mess of the place!"

Thanks to the Sol Emeralds, Salem's magic has multiplied exponentially, surrounding her body with a dark, powerfully imposing flaming aura that matches her likeness. She hurls destructive blasts of her enhanced magic while commanding the students to attack, forcing Dr. Strange to defend himself with his Seven Rings of Raggadorr.

"We got your back, Strange! Just focus on Salem!" Spider-Man and his group assist Dr. Strange fending off the mind-controlled students.

"Thank you for the needed assistance, my friends!" Strange thanks his friends for coming to his aid.

"Be wise and surrender, Dr. Strange. As you can plainly tell, you are severely outmatched. You are powerless to stop me." Salem flies around, throwing more powerful spells to defeat the Sorcerer Supreme, as the good doctor uses everything in his arsenal to stop her.

Strange retorts, "You may believe that I am outmatched, but it is YOU who is outnumbered! By the Light of the All-Seeing Eye of Agamotto! Cleanse these young souls who have been corrupted by the darkness!" With his mystical amulet worn on his throat, Strange summons a powerful light opened from the Eye that frees the students from Salem's spell.

"Ugh…What…happened?" Nova groggily asks, rubbing his aching head after being freed.

"That's the last time we take a lunch break before getting mind controlled…" Tangle weakly jokes, slowly standing up on her feet.

"Spidey…" Reptil speaks, still feeling a little sore as Peter helps him up.

"Easy, Reptil. Glad you're okay." Spidey said, glad his students are back to normal.

Though it might not matter if the Avengers Academy kids are free, Salem is still in possession of the Wand of Watoomb and the Sol Emeralds. With their combined power, she attacks Dr. Strange with incredible power while his guard was down, knocking off the Eye of Agamotto from his possession.

"The Eye of Agamotto! NO!" Strange shouts in horror as he could do nothing but watch Salem take the Eye for herself and place it on her throat, wearing it like a necklace.

"I only needed to leave your guard down for a moment, and the children provided the excellent distraction." Salem calmly said as her power increases tenfold thanks to her newly-acquired the Eye of Agamotto.

"Stop using others as your pawns!" Spider-Man angrily says to the uncaring sorceress.

"If that is your wish. I do not NEED pawns anymore. I have stripped Dr. Strange of his title and have acquired his Eye of Agamotto. Now there is only ONE thing left to do before I END your pitiful lives once and for all!" Salem hauntingly leaves on that note, teleporting away to complete her plan of world destruction.

**BGM End**

**BGM-Mega Man Starforce 2 OST-Atmosphere of Unrest**

"Are you alright, Dr. Strange?" Weiss checks on her mentor if he is okay after his amulet was stolen by Salem.

"I am fine, but we do not have time to rest. Our entire _world _is in grave peril now that Salem possesses the Eye of Agamotto. I have no doubt in my mind now she plans to summon the all-powerful Ifrit into our world." Strange says to the allies.

"Uh, what's an Ifrit?" Tangle asks him cluelessly.

Strange uses his magic to show his friends an image of the demonic fire-creature that is Salem's endgame. "Hey, I remember that thing. We fought it when it showed up out of nowhere in Chrom's world." Spidey remembers his previous encounter with the Ifrit.

Strange explains to them, "The Ifrit is an interdimensional demonic entity of _incredible _power capable of destroying worlds and enslaving others with its powerful mind control abilities. There is a reason why Salem has had her creatures kidnap Chao as of late, for they are necessary to increase its power to such levels that it becomes invincible after feasting upon them."

"Okay, ew." Silk quips, disgusted.

"We must stop her before she summons the Ifrit." Blaze says, determined to defeat Salem for good.

"Salem now possesses ultimate power from the Eye of Agamotto, the Wand of Watoomb, and the Sol Emeralds. If I face her, it would be the struggle of my life." Strange tells them this is the ultimate challenge.

"But _we'll _be there to help you." Spider-Man said, saying all of them, including his students, are ready for the fight of their lives.

"You're seriously thinking of bringing your students to this? This is too much for them." Weiss argues with him that bringing his students is a very bad idea.

"You AREN'T kicking us outta this one! The entire world's at stake!" Nova argues.

"Gotta agree with buckethead for once. We're coming if you'd like it or not." White Tiger agrees with him.

"Please. We want to make it up to you for falling under Salem's control." Penny sincerely pleads with Spider-Man to take them.

"And I never fought a fire dragon before!" Tangle happily waves from the sides, eagerly wanting to join the fight too.

After a small moment thinking to himself, Spider-Man gives out his decision, "Looks like you're all determined. You all can come along." He allows his students to join them on this world-saving mission.

"You sure?" Weiss sincerely asks him, worried they'll put themselves in danger.

"I believe in them. They're ready for this. Besides, we need all the help we can get." Spidey replies.

"I must warn everyone. The odds of us returning alive are ASTRONIMCAL!" Strange warns the young heroes their chances of winning are extremely slim.

"Big deal. I've been through the Bronx. I'm ready." Spidey joked.

"We're ALL ready! Let's go save the world!" Reptil said determinedly as the heroes, old and new, are prepared for the ultimate battle against the Mistress of Darkness.

**BGM End**

* * *

**BGM-Spider-Man: Friend or Foe OST-Main Theme**

**KFX Here: We're heading to the final chapter. Salem has all she needs to summon the Ifrit (from Sonic Rivals 2) and destroy the world. Get ready for the epic conclusion of this mini-story.**

**Blood Spider: How many times am I going to get asked this? Let me make it clear! NO! Sins Past and One More Day will never, EVER, be adapted into this series because every Spider-Man fan with a BRAIN hates those stories! If you somehow enjoy those stories, that's fine. Just know you are in the VERY small minority.**

**superjoeyf721: It was stated in the prologue that about 4 months passed since the war. It's like June right now in-universe. Cindy is only a few months older than Peter in this series. In the comics, she was like 17-18 when she was bitten by the spider that bit Peter, who was 15 during that time.**

**silverfox26: I was thinking of adding Anya Corazon into this story instead of Silk, but I decided now's not the time and wanted to change things up a bit.**

**AccelBreaker: No. Peter and Cindy are simply friends. Peter is still in a relationship with Yang Xiao Long.**

**Next time: The final exam that tests the fate of the world!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	5. Finale: Final Exam

_Finale: Final Exam_

**Salem's Lair**

**BGM-Marvel Ultimate Alliance 3 OST-Infinite Madness**

"Now is the time. The beginning of the end."

Salem stands around the center inside a dark circular chamber preparing herself to summon the Ifrit into the world to wipe out humanity. Dark magic envelops her hands as her stolen Eye of Agamotto opens, conjuring up a large purple glyph with her symbol underneath the collection of scared Chao she kidnapped. The summoned Sol Emeralds telekinetically float around the glyph as she takes out her Wand of Watoomb to enhance her glyph, causing it to glow ominously while transforming it into a portal into another dimension.

The dark witch incants the forbidden words of magic, "Ifalas zaraz I e zarak. Ifalas zaraz I e zarak. Awaken from the fiery depths of the Dark Inferno, o mighty Ifrit! Let your immortal flames extinguish the light of Humanity to pave way for a garden of _darkness_! A world full of _rage _and _pain _that I shall rule!"

"_**GROOOOOOAARR!" **_The destructive roar of the Ifrit can be heard deep through the portal as in a few short moments it will be summoned onto the world and devour the Chao to become invincible before annihilating mankind.

Salem smiles evilly as she is happy her dreams of a destroyed world will soon come to pass. But when her symbiote found a little spider-shaped device was attached to her body for some time, she learns someone is soon to interfere with her plans, "One of the spider's little tracers. Clever. Young Parker's technology has improved," She compliments Spider-Man for tracking her with his Spider-Tracer as she crushes it into dust, "Let him and his allies try to interfere. He no longer possesses a 'soul of twilight', while I have ascended to the Sorceress Supreme. The time has come for fear to dominant the land through my will!" She said menacingly as her evil eyes glow crimson.

**BGM End**

* * *

**Meanwhile…Outside Salem's Lair**

**BGM-Marvel Ultimate Alliance 3 OST-Knowhere to Run**

Below the ominous dark clouds forming in the night sky, a mystical portal opens before the abandoned warehouse where Salem has taken refuge in New Vale City. Doctor Strange flies out of the portal alongside Spider-Man, Weiss, Blake, Blaze, and the Avengers Academy students as they stand ready to rain the Dark Queen's headquarters.

"Thanks for the free trip, doc. Web-swinging takes a lot outta me." Spidey jokes.

"This is the place?" Blaze asks if they have found Salem's base.

"That's what the Spider-Tracer told me before it went offline." Peter confirmed.

"So Salem lives inside this rusty old warehouse?" Nova jokes about her home.

Strange replies, "A warehouse protected by powerful dark magic. It'd be much easier to dispel if she hadn't stolen the Eye of Agamotto. Ms. Schnee. You have become proficient in the mystical arts. I require your assistance to break the barrier that separates us from her chambers." He requests Weiss's assistance to dispel the magic protecting the warehouse.

"It would be my pleasure, doctor." Weiss nods with a serious expression, ready to help the Sorcerer Supreme.

Weiss summons a mystical glyph underneath herself and Strange, as mystical energy envelops the sorcerer's hands and the heiress's blade, "We invoke the Hoary Hosts of Hoggoth!" Strange says, as an opening through the invisible barrier opens to the heroes.

"Remind me to call you if I ever lose my house key." Tangle quips after being excitedly amazed by their magic powers.

"This is it, my friends. About to leap into the unknown to fight the _deadliest_ battle of our lives." Strange informs his friends they are headed into extremely dangerous territory.

"Exciting, is it not, doc?" Weiss smirks.

"It is." Strange replies with honesty.

"No offense, but, you guys are really weird." Silk quipped.

"I was actually joking." Weiss confirms.

"Let us go." Strange leads the group inside Salem's fortress as the barrier closes behind them as they do.

Once inside Salem's creepy hideout, the heroes are immediately confronted by hordes of her dark creatures. Symbiote Badniks. Grimm. Dark Gaia monsters. Appearing out of smoke and dark pools to ambush and destroy them. "Ah look. The welcoming committee." Spidey jokes as the heroes use everything in their power to fight back against the dark monsters.

Symbiote Egg Pawns fires dark energy bullets as Spider-Man dodges them easily while spraying sticky webbing on them so Silk could pop out her claws, slashing then roundhouse kicking them while they were left immobilized. Reptil sweeps Dark Gaia creatures away with his dinosaur tail, while Tangle entangles as many Grimm as she could with her tail, leaving them helpless when Penny pierces them with her swords. White Tiger is swung around using Blake's ribbon before being launched towards an Imp riding a Horse Grimm, kicking it the ground and slashing it into nothing while Blake continues to assist her destroying more monsters.

"These things are a joke! C'mon, little buddies! Help me break a sweat!" Nova grins while having fun destroying the creatures, blasting through the air at light speed, bouncing from monster to monster, ferociously striking them as he passes. Then charges himself with cosmic energy when approaching a Big Mother Grimm, obliterating it with one big beam of energy.

Dr. Strange hovers above the creatures of darkness before destroying them with the Daggers of Daveroth, then incants another spell to vanquish the creatures, "Be blown away by the Wondrous Winds of Watoomb!" using his magic to form a mystical tornado that consumes numerous monsters before scattering them into ashes that leads to a path the directs to Salem's chamber, "There! Salem is just up ahead!"

Two Dark Gaia Titans appear from the air as guardsmen to Salem's chamber, which makes it Weiss and Blaze's job to force them to let them through, "Let's show these monsters a chilly-hot combo they'll never forget!" Weiss says.

"Yeah!" Blaze agrees.

Weiss thrusts her blade forward, forming an icy glyph that's immensely enhanced with Blaze's flames, combining their powers to unleash a devastating icy-hot beam that obliterates the Titans and destroys a part of the fortress that'll take them to Salem.

"Let us move! Be on your guard!" Strange advises his allies as everyone rushes towards the summoning chamber.

**BGM End**

* * *

**In Salem's Chamber**

**BGM-Marvel Ultimate Alliance 3 OST-The Mad Titan**

Loud rumblings from the heroes' invasion interrupt Salem while she's in the process summoning the Ifrit into this dimension. She grunts while quickly getting her bearings straight. Suddenly, an explosion blasts through the seal to her chamber, giving access to the heroes as they finally confront the evil sorceress in her own room.

"Paging Sally old hag! We're here to ruin your plans of world domination!" Nova cockily jokes, folding her arms while hovering beside his friends and allies.

Though outnumbered by her annoying adversaries, Salem remains completely unfazed and even smiles at them, "How brave of you to come all this way to meet your demise. Please tell me you're going to 'appeal' to my humanity again." She hauntingly jokes.

"Uh…actually, we're threatening to kick your ass." Spider-Man quipped.

She scoffs while still smiling, "I hope you were on your guard for that."

"Yeah, we're on the short end of the stick and you've got the magic McGuffins of ultimate power. We could settle our differences over a cup of coffee if you want." Spidey continues with his annoying remarks.

"Stalling me won't change anything." Salem responded indifferently.

Peter quips, "No, no, no! Threatening. You sure you don't want coffee? I'll pay for yours."

"The Ifrit is coming, nothing will change that. What have I to fear?" Salem asks her confidently, holding all the cards in her favor.

"You're staring at us, right?" Spidey remarks before immediately blinding her with webbing, causing her to grunt with extreme annoyance, "Oh. Now you're not anymore! My bad. We'll help you get it off, while delivering a smackdown!"

Spidey leads the charge to fight Salem while she is temporarily blinded. The only ones who didn't join the distracting assault are Dr. Strange and Weiss, as they have a more important role which is disrupting her spell summoning the Ifrit and free the Chao.

"We gotta disrupt the portal and free the Chao!" Strange said. Working with Weiss, the two were able to breach the portal's defensives and retrieve the happy Chao before the Ifrit rises and consumes them for strength. "There! I will teleport them to a Chao Garden where they will be safe!" Strange does just that and uses his magic to teleport the Chao away to a safe location.

Meanwhile, the enraged Salem rips off the webbing from her glowing red eyes as she shouts, "ENOUGH!" unleashing a burst of dark energy that scatters the young heroes foolishly assaulting her, before noticing the Chao have disappeared, "The Chao!" She remarks in surprise.

Suddenly, her entire fortress shakes violently as something demonic and powerful is about to rise from her portal. "That's not a good sign." Spidey joked.

"_**ROOOOAARR!" **_A deadly flaming vortex erupts from the portal that bursts through the ceiling outside above the hideout. A demonic roar shakes the heavens as the malevolent fire elemental has been reborn into this dimension. The all-powerful Ifrit.

"Whoa…" Silk remarks in horror to see the revived Ifrit.

"Is that it?" Reptil asks the Sorcerer Supreme.

"Yes. We were too late to close the portal! The Ifrit has been revived!" Dr. Strange replied.

Seeing her summon was a complete success despite the heroes' interference, Salem rises to the skies and stands on top of her new beast of destruction, glaring down at the worthless heroes that dared cross her path, "This worthless struggle of ours is over. You may have freed the Chao, but I have still planned on an alternative to fully revive the Ifrit. Observe." She summons a ball of swirling symbiote energy in her hand, then kneels down infecting the Ifrit with it. Slowly, the Ifrit's entire body begins to bond with her symbiote, morphing it as it gains a deadly black color scheme. The beast's wings gain red accents wrapped in crimson flames. The face of the Ifrit also changes resembling that of Venom's, fanged jaws and all.

"_**GRAAAAAOOOORRR!" **_The symbiofied Ifrit unleashes a deadly roar that split the heavens with its screams.

"A Symbiote Dragon? That's a first." Spidey quips after witnessing the Ifrit's transformation.

Salem commands her Ifrit to obliterate the heroes with its deadly flames. Unfortunately, Strange uses his magic to teleport themselves away from the area before they were roasted, leaving the dark witch annoyed with their escape, "Tch. Ignore them. Now, Ifrit, I command you! Bind the souls of every living creature in this world to my whim, starting with the humans of New Vale City! Send them into a comatose state as they did to me, before I eradicate them off the face of the planet!" She commands the creature to unleash a massive shockwave across the city, using its powerful mind control powers to simultaneously puts millions in a comatose state, leaving them completely defenseless as the Ifrit begins about the destruction of the world.

**BGM End**

* * *

**Manhattan**

Dr. Strange safely teleported his group onto a rooftop in the middle of the city after narrowly escaping the Ifrit's deadly fire. "Thanks for the save, doc. Looks like we're back inside the city." Peter thanks the sorcerer.

"So we're not dead?" Tangle asked.

"Not yet at least." Strange mysteriously replies when his gaze meets something horrifying.

**BGM-Spider-Man 3 Game OST-Grand Finale**

The other heroes turn to the direction where Strange is gazing at as they all stare in horror watching the Symbiote Ifrit destroy the city with its devastating fire breath and monstrous roars. "Ah nertz." Spider-Man quipped to all the destruction Salem and her new pet is causing to his city.

"Does no one else not see a giant symbiote fire dragon destroying the city?! Why is everyone suddenly asleep?!" Weiss asks, noticing everyone in the city are all taking a late night snooze at the same time.

"Salem is using the Ifrit's hypnotic powers to entrapped everyone in the city in a deep slumber. Before long, the whole world will fall to her influence." Strange explains the dire situation to them.

"How are we still safe?" Blake asks, wondering why the Ifrit's powers didn't put them under mind control.

"I am using my magic to protect us, meaning it is up to us to defeat the Ifrit and restore balance to the world." Strange answered.

"Is it still possible? You said the Ifrit is invincible." Blaze said, questioning their chances of defeating the Ifrit.

Spidey seems to have an answer how they could wound the Ifrit, "Everything has a weakness, and considering it's bonded to a symbiote, I could think of three: Fire, sound, and electricity."

"Remember, Salem still possesses the Sol Emeralds, so I don't think fire would prove very effective." Blaze proclaims the Ifrit is immune to fire as it's also being powered by the Sol Emeralds.

"Okay, that leaves two weaknesses. I have an idea. Let's lure the Ifrit to one of those giant power lines near the power plant, and burn it like bacon." Spidey points to a power plant outside the city, planning to electrocute the Ifrit with all its energy.

"A good plan as any. Let us make haste." Strange nods in agreement as the heroes rush forward with a plan to defeat the Ifrit.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Final Boss**

"_**GROOOOOAAR!" **_The Ifrit continues its onslaught of absolute carnage upon the defenseless city, burning everything that is gazes upon. Salem stands proud and imposing on the dragon's back, relishing in the destruction her beast has invoked on this miserable world until one webbed quip master reaches her surprised ears.

"Pull over, lady! Destroying the city won't provide enough space to park your flying taxi!"

An irritated Salem turns her head around spotting Spider-Man and his amazing friends still conscious, chasing her in a hot pursuit through the destruction, "You! You just don't know when to quit, do you?" She asks before firing numerous magical attacks to stop the heroes from ruining her plans.

"You been in a coma so long you seemed to have forgotten just how stubborn I am!" Spidey quips, swinging while using his reflexes to dodge her relentless attacks. Strange shows up distracting Salem with his magic to give Spider-Man the chance to order his friends and students how they're going to attack, "Alright! Nova! Blaze! Penny! Get the Ifrit's attention! Everyone else, let's tuck Remnant's Maleficent to bed!"

"Focus on us, precious! No one else!" Nova flies around the symbiote dragon blasting it with numerous cosmic beams while slowly luring it to the power plant. The Ifrit breathes fire at the young hero, forcing him to dodge as Blaze comes in throwing her own fireballs. Penny flies around on her makeshift jetpack using her swords, commanding several to blast the monster's face, causing it to monstrously roar in annoyance by their attacks and counters with multiple tendril strikes protruding from its body.

"I should've destroyed you when I took your amulet, doctor." Salem fires a mystical beam at Strange.

"A mistake that will cost you dearly." Strange counters her magic with magic of his own, clashing intensely with her incredible dark power.

Salem quickly begins to overwhelm Strange in their clash until she was suddenly struck by Weiss and Blake's Checkmate move, attacking her simultaneously with impressive high speeds. Salem reads their movements with her Spider-Sense, easily dodging their team attack with teleportation maneuvers before blasting them away. Tangle tries to wrap the witch with her tail but got tugged and slammed on her back, quickly giving Silk an opening to web swing kick the sorcereress in the chest, sending her back a few feet for White Tiger and Reptil to attack in unison. Salem quickly blocks their double-attack and blows them away with a shockwave before Strange attacks her again with more powerful magic.

While Nova's group throw everything they got on the Ifrit, Spider-Man swings around doing the same with his Web Wispon, "Web Wispon: Rhythm Sonic Disruptors!" He uses the power of the Magenta Wisp to fire condensed sound blasts at the symbiofied Ifrit, weakening it as it can't stand the loud noise. "Good. It's staggered, but not for long." Spidey lands on its head, punching it once and striking it twice with his stingers, before wrapping his Lightning Webbing around its weakened neck, "Time to park this baby at the power plant!" He says, using his electrifying webbing to basically drive the Ifrit towards the power plant.

While Salem is in the middle fending for herself quite well against the other heroes, she quickly notices Spider-Man hijacking her destroyer dragon towards the power plant, "What do you think you're doing?" Salem launches a powerful, unavoidable blast aimed at him.

"Got your back, Webs!" Nova rockets to his teacher's defense and takes the full force of Salem's blast, but instead of simply blocking it, he surprisingly absorbs her energy to make himself stronger.

"Nova, I didn't know you could absorb energy." Tangle said, surprised by Nova's new ability.

"Neither did I…" He replies, a little stung himself.

"Way to go, kid! Now you're being a Nova!" Spider-Man praises his student for protecting him.

"I summon the Bolts of Balthakk! Be consumed by its potent magic!" Strange summons several glyphs that strikes powerful lightning bolts at the defending Salem and her not-so-lucky Symbiote Dragon.

"Weak! I invoke the Flames of the Faltine! Let the Sol Emeralds enrich your raw destructive power!" Salem counters with her own deadly powerful spell, summoning one giant glyph in the sky that rains devastating fiery meteors on her shocked enemies.

"Easy! I'm driving a dragon here!" Spidey jokes as the chaotic meteor rain is making it harder and harder to control the Ifrit as they get closer to the power plant.

"How close are we?!" Silk asks while doing her best fending off Salem's ultimate magic.

"Nearly there! Weiss, keep firebreath in line!" Spidey allows Weiss to take control of the Ifrit as he swings ahead to the power plant.

Weiss enhances her rapier with Iso-Electric Dust as she stabs through her glyph formed on the Ifrit's head to give her the best control she could muster over the demonic symbiote monster. Meanwhile, Spider-Man swings down next to one of the giant Transmission tower supporting power lines near the power plant.

"Just gotta attach a Bug Zapper on the tower…" Spidey attaches a metallic-like strip from his Web Wispon onto the tower, "And attach a Bug Zapper on this nearby substation…" He fires another Bug Zapper on an electrical substation, "Boost both of them with some Lightning Webbing while using myself as a conductor. This is gonna be easy." He starts enhancing his Bug Zappers with the Ivory Wisp's energy. Very quickly, the energy from the substation flows through his webbing and his Spider-Armor Mk. IV, causing him to scream painfully, "This is NOT gonna be EASY!" as the energy flows into the tower, supercharging the power lines with insane amount of electricity.

"Almost there…" Weiss narrows her eyes at the supercharged power lines while barely guiding the Ifrit towards them. As they get close enough to the power lines, she shouts, "JUMP!" to her friends to hop off the Ifrit.

Salem was not having any of this meddling and would've destroyed their hope by destroying the tower, if Nova didn't tackle her to meet the power lines, "Payback's a bitch, isn't it?" sending the surprised witch to get utterly electrocuted by the power lines at the same time her Symbiote Ifrit does, electrocuting them both with excruciating pain that takes out the entire city's power until they had enough and crashes down to the front yard of the power planet.

**BGM End**

**BGM-Ultimate Spider-Man Game OST-Venom Fights Silver Sable**

Thankfully for Spider-Man, he managed to endure being the conductor that fried the symbiotes, albeit a little steamy and smelling like cooked spider, "Urrrggghh…That stung…painfully…" He weakly quips as he is reunited with his friends.

"Are you okay, Spidey?" Reptil checks on his teacher.

"Better than Salem and her pet dragon." Spidey rubs his paining head, noticing Salem lying down on the ground seemingly unconscious while the Ifrit is also down, having been ripped of its symbiote.

"Look!" Blaze spots her seven Sol Emeralds idly lying on the ground, "The Sol Emeralds! They must've been knocked out of her from the crash!"

"Here you go!" Silk uses her fingertip webbing to yank the emeralds back into Blaze's rightful possession.

"Thank you. Now I can restore order back to my world, but not until we finish saving this one." Blaze stares at the weakened Salem, as she and the Ifrit slowly being to recover and confront her enemies again.

"You kidding? She didn't die from that?" White Tiger remarks, surprised Salem survived being electrocuted by those intense power lines.

Strange answers, "Unfortunately, Salem is immortal, but she HAS been greatly weakened, as is the Ifrit. Its power has dropped considerably since it's no longer bonded with a symbiote."

"I will finish off the Ifrit." Blaze volunteers to defeat the Ifrit by herself, which is very possible now that she has retrieved the seven Sol Emeralds, "As they say…" Her glowing emeralds circle around her at fiery high speeds as she's enveloped in a fiery tornado, before suddenly disappearing as Blaze comes out with new pink fur and a red coat, surrounded in a flaming pink aura having transformed into the invincible Burning Blaze, "Fight fire with fire!" The transformed Blaze said, much to the utter amazement of the Avengers Academy students.

Salem growls ragefully, angered that her absolute plan to destroy the world is on the verge of failing thanks to a bunch of kids and a master of the mystic arts, "You impertinent noisy little insects…Grrrrr…" Her crimson eyes glow with fury as her dark aura shakes the entire power plant to the point of near collapsing in on itself.

"You're not looking so hot, Salem. Should've taken up on my offer and I would've gotten you a glass of water instead." Spidey cheekily mocks the weakened witch.

"I will carve out your HEART for meddling in my affairs for the last time, Spider-Man! Your tale ends here!" Salem threatens the quippy webhead with absolute menace, revealing she still wields the Wand of Watoomb and the Eye of Agamotto, as well as full control over the Ifrit that still keeps her as a terrifying threat.

"Oh yeah!? I'd like to see you try!" Spidey quips, leading the final charge against Salem for the fate of the world.

**BGM-Sonic and the Secret Rings OST-It Has Come to This**

Burning Blaze zooms into the air, tackling the Ifrit with her Burning Fire Boost for a one-on-one confrontation. Meanwhile, Spider-Man envelops his fists with energy spider-heads using his Purple Frenzy Webbing, rocketing towards Salem using Weiss' Time Dilation glyph and bombards the immortal witch with a relentless Crawler Assault.

"This has to be the most embarrassing beatdown in your life! You're barely putting up a challenge!" Spidey mocks the weakened sorceress while almost overwhelming her defensives with the increasing power of his frenzy webbed fists.

"You impudent insect! I'll shut that mouth of yours PERMANENTLY!" Salem shouts, bursting with devastating energy that blows Peter back to his friends.

"Though she has been weakened, Salem still possesses the Wand of Watoomb and the Eye of Agamotto! We must deprive her of those relics in order to finally defeat her!" Strange advises his allies of their battle strategy.

"Got it covered, Doc. Follow my lead. Web Wispon, Laser Web: Beam!" Spider-Man fires twin lasers from his web-shooters at Salem. The dark sorceress casually holds her out in front of her, blocking the blast with a barrier, then uses her magic to split herself into several dozens of herself, each one realistic enough to unleash an energy barrage on the heroes.

"Silk! See if you can locate the real Salem!" Spidey instructs her while dodging the illusions' mystical onslaught.

"On it!" Through her more advanced Spider-Sense, Silk pinpoints the real Salem and punches her, simultaneously dispelling her illusions. The silky spider uses that insane spider-speed to dive kick the witch the ground, quickly yanking her back up for a blitzing assault from Nova, distracting her long enough for the rest of the young heroic students to have a few painful licks on her.

"Nice team up, class! Looks like that worked! We just gotta keep that up!" Spider-Man remarks.

"Hmph, absurd." Salem teleports away from the students and blasts them from a distance, "Your students' feeble attacks won't harm me!"

"Maybe this one will!"

Suddenly, Salem is blasted back by a Mindless One summoned by Weiss through her glyph, "You can summon Mindless Ones? I suppose I should be impressed." Salem scowls.

"You will!" Weiss retorts, rushing alongside Blake to overwhelm Salem with perfectly in-sync attacks. More attacks from Spider-Man and Dr. Strange in the air staggers her long enough to receive a direct blow from the Huntresses.

Increasingly irritated, Salem summons a powerful wind with her Wand of Watoomb to scatter her assailants, then throws Blake into the air with her tendrils before conjuring up a large beam to obliterate her. Blake just narrowly dodges her humongous blast with her Semblance, then repeatedly ricochets from Weiss' glyphs to continue dodging more attacks.

"Burn with the intensity of the Seven Suns of Cinnibus!" Strange assaults her with several energy blasts from his glyphs.

"And receive a great beatdown from the Maximum Spider!" Spider-Man demolishes her with a lightning-fast hyper combo, sending her flying with a webbed kick, "What's wrong, Salem? You not feeling up to it anymore?" He mocks her while being reunited with his friends.

Salem immediately stops herself in midair, glaring intensely at the little spider, "Enjoy your moment of pride, bug! It will be your last!"

Returning with Burning Blaze for a moment, the transformed princess is making quick work of the weakened Ifrit. The dragon's flames instantly prove ineffective against her invulnerability as she uppercuts the beast below its head. Burning Blaze then flies above the creature, charging up a large fire sphere in her hands and fires it as an enormous barrage of fireballs over a wide range, demolishing the Ifrit.

"One of our flames will be extinguished this day. Won't be mine!" Burning Blaze declares as she charges up a massive amount of energy to fire a gigantic fire beam that envelops the Ifrit entirely, causing the beast to roar as it comes crashing down near Salem in total defeat.

"The Ifrit! NO!" Salem exclaims. She was too distracted with the defeat of the Ifrit that a familiarly long tail taps on her shoulder, confusing her as the tail quickly steals her Wand of Watoomb out of her hand and into Tangle's, much to Salem's shock.

"I got the magic wand!" Tangle smiles, showing everyone she retrieved the Wand of Watoomb.

"Return that to me-!" Salem demanded before she was instantly pinned down by Burning Blaze's flames.

"Tangle, give it to me!" Spidey puts his hand up for the wand.

"Here you go, teach!" She throws the wand with her tail for him to catch.

Salem was able to blast Blaze away with the energy from the Eye of Agamotto, before confronting Spider-Man that wants to use the Wand of Watoomb to attack her, "Do not embarrass yourself, Spider. You have no knowledge of the mystic arts, much less the proper skills to use the wand." She mocks the non-sorcerer.

"Magic has never been my forte. That honor belongs to science. Which means I am crazy enough to experiment what would happen if you combine the two together." Spidey quips while inserting the mystical Wand of Watoomb into his techno Web Wispon gadget.

"You wouldn't _dare_." Salem glares with her menacing glowing eyes.

"Oh, I dare! By the _Webbed_ Shooters of ARACHNA!" Spidey's voice echoes into the night as he uses his new magic-tech weapon at Salem, unleashing humongous stream of mystical webbing that consumes the surprised sorceress in its tremendous power, packing enough force that it also knocks off the Eye of Agamotto from her possession and returns to its rightful owner, Doctor Strange, returning him to full power.

"Now let the light of the All-Seeing Eye of Agamotto DRIVE AWAY THE DARKNESS!" Strange summons an enormous diamond-shaped glyph connected by replica projections of the Eye of Agamotto aimed right above Salem, firing a colossal barrage of mystical bullets that consumes the dark witch in their light and devastating power.

"GAAAAAAAAAAAAAAAH!" Salem yelled as she is bombarded and her magic goes out of control from the mystical onslaught, leaving her completely exhausted and on her knees on the verge of collapsing, "I…I can't be stopped here…!" She weakly says before finally falling unconscious in utter defeat.

"This is as far as you go, Salem! You've lost!" Spider-Man declares the heroes are victorious in this fateful battle, thus saving the world from her corruption once more.

**BGM End**

* * *

**Later…**

Salem is restrained in a straitjacket wearing a muzzle and an inhibitor collar as she is being escorted back to the Raft by the Avengers, who have recently awakened along with the rest of New Vale City after the Ifrit's defeat. While Dr. Strange uses the Wand of Watoomb to banish the Ifrit into a dimension it will never be released from again, Avengers Academy headmaster, Yellowjacket, and Beacon Academy headmaster, Professor Ozpin, are seen speaking with Spider-Man after the battle.

"Salem…so she was behind all of this." Yellowjacket learned about Salem's failed plot to take over the world.

"Let me see if I got this clear. As the teacher, you brought inexperienced, young heroes-in-training into the ultimate battle with my arch-enemy and an interdimensional fire dragon that almost destroyed the world?" Ozpin asks the spider-instructor what he was thinking bringing his students into a battle of unspeakable magnitude.

"The best way to learn is under intense life-threatening pressure, right?" Spidey joked.

"Was anyone seriously hurt?" Pym asked him.

"I almost gotten eaten by a dragon." Penny casually remarks.

"Spidey kinda webbed me up while we were under mind control." Tangle nonchalantly remarks.

"I, uh, almost trampled on Ms. Belladonna." Reptil admitted shamefully.

"Miss? Now I'm the one feeling old. It's alright, Reptil. That's all in the past." Blake quipped.

Spider-Man groans, feeling disgusted with himself and his teachings, "Ugh. Okay, Dr. Pym, you don't have to say anything. I know. As guest instructors go, I was a disaster." He turns to his students, "I put you in danger. I failed to protect you. I took you into the field against an enemy you had no business going up against. And I barely taught you a thing. I'm sorry." He apologizes to them before turning back to Pym, "And Pym, I owe you an apology too. I'm not suited for this. I may have been a headmaster and a decent teacher when I taught at Beacon a few times, but…well, let's face it. I totally suck. Let's take me off the teachers' list and never mention it again, okay?"

All the students look at each other for a moment, pondering Spider-Man's words that he admits he's a bad teacher, with Nova only having this to say, "Are you NUTS? That was the best day of school! EVER!" He excitedly said, surprising the heck out of Spider-Man and his friends.

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Ending Theme 5**

"We just saved the world! Two actually! We never did that before! I feel like we just graduated!" White Tiger smiled.

"That is true. Without Spider-Man's students, I would've never recovered the Sol Emeralds and restore balance to my dimension." Blaze kindly praised him with a smile.

"Salem and the Ifrit would've never been defeated without their help." Strange added in some praise of his own.

"We fought a sorceress and a DRAGON from another dimension! I want to hang out like this everyday!" Tangle's eye lit up with eccentric excitement, marvelously amazed from all the craziness she's experienced with Spider-Man as their teacher.

"Oh, my god, they're still mind controlled." Spider-Man jokes as he doesn't believe their kind and honest words.

"I was never under mind control and I still learned a lot from you like that 'Crawler Assault' and 'Maximum Spider'. I should put my own spin on them later." Silk praises her spider-sibling.

"And I wasn't actually almost eaten by the dragon. It was a joke I'm trying to learn from Spider-Man." Penny admitted.

Reptil walks up to the two headmasters, "Dr. Pym. Professor Ozpin…Spider-Man was GREAT. He didn't treat us like kids, or bombs that could go off any minutes, or these fragile things you have to walk on eggshells around. He treated us like heroes." He told them as the headmasters smile at Spider-Man for a good job.

"You got me. I'm really great." Spidey quipped.

"Don't let that inflate your ego, professor." Weiss slyly smirks while playfully elbowing his arm.

Reptil continues with his little speech, "And when things went bad, he had complete faith in us that we would succeed. He never stopped _believing _in us. That we could defeat Salem even when she had the ultimate power to destroy the world. That we were good enough. Because of that, we _were_. We've all heard it before: 'With Great Power comes Great Responsibility.' You teachers toss it around like it's some kind of catchphrase. Tonight, we learned what it means."

Spidey was utterly amazed to hear such kind words from his very own students despite putting them in great danger, "Wow. I…don't know what to say. I feel like Robin Williams in 'Dead Poets Society.' Better, actually. I only _almost _got you killed. Thanks, guys. Just…thanks." He said.

Ozpin smiles, "It would seem you're more capable as a teacher than you believed, Spider-Man. Perhaps I should take notes of your teachings as well."

Pym happily smiles while saying, "FANTASTIC! Precisely what I was hoping for. I'll tell you what…We can make Spidey's visits to the academy a regular thing…"

"NO!" Both Spider-Man and the students instantly back away in frantic fear, turning Pym down as they agree the school didn't need to be complicated by his "Parker Luck", much to the laughter of Weiss, Blake, Blaze, and even Dr. Strange standing on the sidelines, as they are at least happy everyone learned an important lesson during these dark times.

**BGM End**

* * *

**BGM-Spider-Man: Friend or Foe OST-Main Theme**

**KFX Here: And that's it for **_**Avengers Academy**_**. In my personal opinion, a nice breather story that isn't too long and overly-complicated (I hope). I should do these more often when I'm not too busy. There might be a short epilogue after this, so wait for that, then I'll start on the next big story, which will be an adaptation of **_**Shattered Dimensions**_**. **

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	6. Epilogue: Extra Credit

_Epilogue: Extra Credit_

**A few days later…in Manhattan**

**BGM-Sonic Adventure OST-Welcome to Station Square**

A few short days after the city was saved from Salem, a glasses-wearing Cindy Moon is seen staring in awe at the Vale News Network building stationed somewhere in the city, "I can't believe it. My first REAL job in five years." She smiles with happiness from finally finding some work after being stuck in a bunker for half a decade.

"Actually, it's your first real _internship _in five years." Peter quips, walking towards his disguised spider-friend with a kind smile for her, "You'll like the people here. I actually worked at the VNN when I was stuck in Remnant for a while, did you know that?" He asks her.

"No, 'cause I was trapped inside a bunker for a couple of years that couldn't travel dimensions." Cindy snarkly remarks back at him.

"Right. Good job scoring that internship." Peter congratulates her for landing an internship at the Vale News Network.

"Pretty easy when I was there fighting a sorceress and a dragon while the whole city was asleep. The pay might not be good and the hours are horrible, but I'm at the heart of an enormous information center. Between their assets and Avengers Academy, I'll find my missing family in no time. All in all? Not a bad first couple of months in the real world." Cindy smiled, still intend on locating her missing family.

"Don't forget, you have me and my friends to help you out. Got Yang looking through her sources for any intel about your family. She's as eager to help you out since she also had 'missing family problems' for a while. And I've asked Sonic to contact me if he comes across your folks during his runs." Peter said, doing everything in his power to assist Cindy finding her family.

Cindy smiles greatly, appreciating his help, "Thanks, Pete. Not bad for my 'spider-brother'." She hugs him while also giving him a small kiss to the cheek.

"Your welcome. You should probably get going so you won't be late." Peter advised her.

"Right. But, before I go, there's been something that's been bugging me lately." Cindy said, having something on her mind.

"What is it?" Peter wondered.

"It's about what Salem said when we first fought. She said there's something 'special' about me and I might have a similar 'gift' like you. Do you know what it could be?" Cindy asks him, wanting to know what makes her "special".

"Our unique fashion sense?" Peter joked.

"Not that."

"Well, I do have this thing called 'The Other'. It's very complicated spider stuff I try not to think too much about. Not sure what makes you as special. Just don't let her words bother you." Peter answered her question to the best of his ability.

"I guess you're right. I remember Ezekiel spouting some nonsense I still don't understand about us spiders. But he's gone, as is Morlun. I hope. You think he and his family are still trapped in that 'empty pocket dimension' you dumped them in?" Cindy asked, a bit worried Morlun might have escaped from that nothing zone.

"God I hope so, 'cause I gotta be honest. Out of ALL the villains I've faced over the years, HE scares me the most." Peter admits Morlun is his scariest adversary ever, silently praying to the gods he'll never see or hear from him ever again.

**BGM End**

* * *

**Far, far away in an Unknown World…**

**BGM-Breath of Fire III OST-Dragon Slayer**

Somewhere else in an unfamiliar world, there is a man dressed in a robe sitting on the bed in his little fancy bedroom. This mysterious being sits on his bed minding his own business until his noise picks up a strange scent, "What was that?" He asks himself. He sniffs the air again, a few more times until he can confirm the scent, "The Spider-Bride." He smiles as he stands up on his feet. "There you are. The spinner at the center of the web. That 'dimensional convergence' has been hiding your scent. Made it difficult to track you." He opens his window to look out into the cold night sky above the barren wasteland he resides him, "So you reside in THAT spider's world. Seems my _revenge_ will come sooner than I thought. When that day comes, let all hell break loose!"

Who is this shadowy figure that has it out for Spider-Man? Is this "Spider-Bride" refers to Silk? The answers may be obvious, but if not, it will be soon as the gathering of spiders continues.

**BGM End**

* * *

**BGM-Spider-Man: Friend or Foe OST-Main Theme**

**KFX Here: Oh, I **_**wonder **_**who that "mystery person" was at the end of the epilogue? Hmm? Maybe he was introduced in a previous story. It's not like his name was mentioned multiple times in this ONE story. Can you sense my sarcasm? Regardless, this Spider-Verse Saga is shaping up to be an "interesting one" to say the least. Whether I adapted the story from the comics, movies, TV shows or games is yet to be decided. Most likely do my own thing that takes elements from each of them. We'll see. This is only the beginning. Now let's talk about the **_**Shattered Dimensions **_**adaptation I have coming soon:**

**Don't expect any BIG changes from the original source material**

**The Spider-Men to appear will be: The Amazing Spider-Man, Spider-Man Noir, Spider-Man 2099, and Ultimate Spider-Man (Peter Parker). NO MILES! I've said multiple times I'm saving him for something else.**

**Guest starring will be Team RWBY, Team Sonic, and Shadow the Hedgehog by recommendation from XenoSlayer983**

**Mysterio will be the main villain**

**Also, not related to _Shattered Dimensions_, I want Silk and Salem to have some prominence in this saga. We'll see how that will work.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


End file.
